Exhibit 10.1
CONFORMED COPY

AMENDED AND RESTATED AGREEMENT

OF

LIMITED PARTNERSHIP

OF

BUCKEYE PIPE LINE COMPANY, L.P.

(As Amended and Restated Through March 25, 1998)

Formation                                                 4
Name 4
Principal Office; Registered Office                       4
Term 4
Organizational Certificate                                5
Partnership Interests                                     5
Purpose                                                   5
Capital Contributions                                     5
No Preemptive Rights                                      5
No Interest                                               6
Loans from Partners                                       6
No Withdrawal                                             6
Distributions                                             6
Tax Allocations                                           6
Preparation of Tax Returns                                6
Tax Elections                                             7
Tax Controversies                                         7
Powers of General Partner                                 7
Duties of General Partner                                 8
Reliance by Third Parties                                 9
Compensation and Reimbursement of the General Partner     9
Partnership Funds                                        10
Outside Activities; Contracts with Affiliates; Loans to
     or from Affiliates                                  10
Tax Basis and Value Determinations                       11
Resolution of Conflicts of Interest; Standard of Care    12
Other Matters Concerning the General Partner             12
Limited Liability; Indemnification                       13
Limitation of Liability                                  14
Management of Business                                   14
Outside Activities                                       14
Return of Capital                                        14
Books, Records and Accounting                            15
Fiscal Year                                              15
Reports                                                  15
Transfer of Partnership Interests                        15
Successor Partners                                       16
Withdrawal or Removal of the General Partner             16
Sale of Former General Partner's Interest                16
Dissolution                                              17
Reconstitution                                           18
Liquidation                                              19
Distribution in Kind                                     20
Cancellation of Certificate of Limited Partnership       20
Return of Capital                                        20
Waiver of Partition                                      20
Amendment of Partnership Agreement                       20
Amendments Which May Be Adopted Solely by the General
     Partner                                             20
Other Amendments                                         21
Opinions Regarding Taxation as a Partnership             22
Address and Notices                                      22
Headings                                                 22
Binding Effect                                           22
Integration                                              22
Waiver                                                   22
Counterparts                                             22
Severability                                             22
Applicable Law                                           22

AMENDED AND RESTATED

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

BUCKEYE PIPE LINE COMPANY, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated of December 23, 1986 (as amended and restated through March 25, 1998), is entered into by and among BUCKEYE PIPE LINE COMPANY, a Delaware corporation, and BUCKEYE PARTNERS, L.P., a Delaware limited partnership.

ARTICLE I Definitions

The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question; provided, however, that, for purposes of the restrictive provisions of Sections 7.5, 7.6 and 7.8, neither the Limited Partner nor any of its subsidiaries shall be deemed to be Affiliates of the General Partner. As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, Buckeye Pipe Line Services Company, a Pennsylvania corporation which provides services to the General Partner, shall be deemed an Affiliate of the General Partner.

"Agreed Value" of any Contributed Property means the fair market value of such property as of the time of contribution (or, in the case of cash, the amount thereof), as determined by the General Partner using such reasonable method of valuation as it may adopt.

"Agreement" means this amended and restated agreement of limited partnership, as amended or amended and restated from time to time.

"Capital Contribution" means any Contributed Property which a Partner contributes to the Partnership.

"Certificate of Limited Partnership" means the Amended and Restated Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5, as amended or amended and restated from time to time.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Contributed Property" means any cash, property or other consideration (in such form as may be permitted under the Delaware Act) contributed to the Partnership.

"Contributing Partner" means any Partner contributing Contributed Property to the Partnership.

"Conveyance Agreement" means the conveyance agreement, dated as of November 18, 1986, between the Original Limited Partner and the Partnership.

"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such Act.

"Designated Expenses" means all costs and expenses (direct or indirect) incurred by the General Partner which are directly or indirectly related to the formation, capitalization, business or activities of the Partnership (including, without limitation, expenses, direct or indirect, reasonably allocated to the General Partner by its Affiliates); provided, however, that Designated Expenses shall not include (a) any cost or expense for which the General Partner is not entitled to be reimbursed by reason of the proviso at the end of Section 7.10(b); (b) any cost or expense for which the General Partner and its Affiliates are not entitled to be reimbursed pursuant to the terms of the Exchange Agreement; or (c) severance costs not permitted to be reimbursed pursuant to the Management Agreement in connection with the withdrawal of the General Partner.

"Exchange Agreement" means the Exchange Agreement, dated as of August 12, 1997, among the Partnership, the General Partner, the Limited Partner, the Limited Partner's other operating partnerships, the MLP General Partner and Glenmoor Ltd. (formerly BMC Acquisition Company), a Delaware corporation, as amended or amended and restated from time to time.

"General Partner" means Pipe Line, in its capacity as the general partner of the Partnership and in its capacity as manager pursuant to the Management Agreement, and any successor to Pipe Line as such general partner and manager.

"Indemnitee" means the General Partner, any Affiliate of the General Partner, any Person who is or was a director, officer, employee or agent of the General Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any such Affiliate as a director, officer, partner, trustee, employee or agent of another Person.

"Limited Partner" means the MLP, in its capacity as the limited partner of the Partnership, and any successor to the MLP as such limited partner.

"Liquidator" has the meaning specified in Section 12.3.

"Management Agreement" means the management agreement, dated as of November 18, 1986, between the Partnership and the General Partner, pursuant to which the General Partner will manage the Partnership, as amended or amended and restated from time to time.

"MLP" means Buckeye Partners, L.P., a Delaware limited partnership.

"MLP Agreement" means the amended and restated agreement of limited partnership, dated as of the date hereof, governing the rights and obligations of the partners of the MLP and certain related matters, as amended or amended and restated from time to time.

"MLP General Partner" means Buckeye Management Company, a Delaware corporation, in its capacity as general partner of the MLP, and any successor to Buckeye Management Company as such general partner.

"Net Agreed Value" means, with respect to any Contributed Property, the Agreed Value of such Contributed Property reduced by any indebtedness either assumed by the Partnership upon contribution of such Contributed Property or to which such Contributed Property is subject when contributed.

"Opinion of Counsel" means a written opinion of counsel (who may be regular counsel of the General Partner or any of its Affiliates) acceptable to the General Partner.

"Original Limited Partner" means Buckeye Pipe Line Company, an Ohio corporation.

"Partner" means the General Partner or the Limited Partner.

"Partnership" means Buckeye Pipe Line Company, L.P., a Delaware limited partnership.

"Partnership Interest" means a general partner's or limited partner's interest in the Partnership.

"Person" means an individual, a corporation, a limited liability company, a partnership, a trust, an unincorporated organization, an association or any other entity.

"Pipe Line" means Buckeye Pipe Line Company, a Delaware corporation.

ARTICLE II Organizational Matters

2.1 Formation. Subject to the provisions of this Agreement, the General Partner and Original Limited Partner originally formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The Original Limited Partner's limited partnership interest in the Partnership was transferred (by operation of law) to an Affiliate and the MLP purchased such limited partnership interest. The Partners, pursuant to the authority contained in Article XIII of this Agreement, do hereby amend and restate this Agreement in its entirety to continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and to set forth the rights and obligations of the Partners and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, "Buckeye Pipe Line Company, L.P."; provided, however, that (a) the Partnership's business may be conducted under any other name or names deemed advisable by the General Partner, (b) the General Partner in its sole discretion may change the name of the Partnership at any time and from time to time and (c) the name under which the Partnership conducts business shall include "Ltd." or "Limited Partnership" (or similar words or letters) where necessary for purposes of maintaining the limited liability status of the Limited Partner or otherwise complying with the laws of any jurisdiction that so requires.

2.3 Principal Office; Registered Office. (a) The principal office of the Partnership shall be 3900 Hamilton Boulevard, Allentown, Pennsylvania 18103, or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.

(b) The address of the Partnership's registered office in the State of Delaware shall be the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801, and the name of the Partnership's registered agent for service of process at such address shall be The Corporation Trust Company.

2.4 Term. The Partnership shall continue in existence until the close of Partnership business on December 31, 2036 or until the earlier termination of the Partnership in accordance with the provisions of Article XII.

2.5 Organizational Certificate. An Amended and Restated Certificate of Limited Partnership of the Partnership has been filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in Delaware and any other state in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partner has limited liability) under the laws of Delaware and any other state in which the Partnership may elect to do business.

2.6 Partnership Interests. Effective as of the date hereof, the Limited Partner has a 99% Partnership Interest and the General Partner has a 1% Partnership Interest.

ARTICLE III Purpose

The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.

ARTICLE IV Capital Contributions

4.1 Capital Contributions. (a) Prior to the date hereof, the Original Limited Partner contributed to the Partnership certain assets and the Partnership assumed certain liabilities pursuant to the Conveyance Agreement, and the General Partner contributed to the Partnership an amount equal to 1/99th of the Net Agreed Value of the Capital Contribution then being made by the Original Limited Partner.

(b) Whenever a Partner makes a Capital Contribution (other than Capital Contributions required by Section 4.1(a)), the other Partner shall contribute to the Partnership Contributed Property such that the Net Agreed Value of the Capital Contribution then being made by the General Partner is equal to 1/99th of the Net Agreed Value of the Capital Contribution then being made by the Limited Partner, unless the General Partner receives an Opinion of Counsel that the failure to make such additional Capital Contribution would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes.

4.2 No Preemptive Rights. No Partner shall have any preemptive, preferential or other right with respect to the issuance or sale of securities that may be issued or sold by the Partnership.

4.3 No Interest. No interest shall be paid by the Partnership on Capital Contributions.

4.4 Loans from Partners. Loans or other advances by a Partner to or for the account of the Partnership shall not be considered Capital Contributions.

4.5 No Withdrawal. No Partner shall be entitled to withdraw any part of its Capital Contributions or to receive any distributions from the Partnership except as provided herein.

ARTICLE V Distributions

5.1 Distributions. (a) From time to time, not less often than quarterly, the General Partner shall review the Partnership's accounts to determine whether distributions are appropriate. The General Partner may make such cash distributions as it, in its sole discretion, may determine, without being limited to current or accumulated income or gains, from any Partnership funds, including, without limitation, Partnership revenues, Capital Contributions or borrowed funds. In its sole discretion, the General Partner may also distribute to the Partners other Partnership property or securities of the Partnership or other entities.

All distributions shall be made concurrently to both Partners and shall be made 99% to the Limited Partner and 1% to the General Partner.

(b) Amounts paid pursuant to Section 7.4 or the Management Agreement shall not be deemed to be distributions for purposes of this Agreement.

ARTICLE VI Income Tax Matters

6.1 Tax Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated 99% to the Limited Partner and 1% to the General Partner.

6.2 Preparation of Tax Returns. The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, losses, deductions, credits and other items necessary for federal and state income tax purposes and shall use all reasonable efforts to furnish to the Limited Partner within 90 days after the close of the taxable year the tax information reasonably required for federal and state income tax reporting purposes. The classification, realization and recognition of income, gains, losses, deductions, credits and other items shall be on the accrual method of accounting for federal income tax purposes, unless the General Partner shall determine otherwise in its sole discretion.

6.3 Tax Elections. Except as otherwise provided herein, the General Partner shall, in its sole discretion, determine whether to make any available election.

6.4 Tax Controversies. Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in Section 6231 of the Code) and is authorized and required to represent the Partnership (at the Partnership's expense) in connection with all examinations of the Partnership's affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. The Limited Partner agrees to cooperate with the General Partner and to do or refrain from doing any and all things reasonably required by the General Partner to conduct such proceedings.

ARTICLE VII Management and Operation of Business; Indemnification

7.1 Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partner shall not have any power to control or manage the business and affairs of the Partnership.

In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following:

(a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness;

(b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership (subject to the provisions of Article XIV);

(c) to own, use and invest the assets of the Partnership;

(d) to purchase or sell products, services and supplies;

(e) to make tax, regulatory and other filings, and to render periodic and other reports to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership;

(f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;

(g) to negotiate, execute and perform any contracts, conveyances or other instruments;

(h) to distribute Partnership cash;

(i) to utilize the services of officers and employees of the General Partner or of any other Persons and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors;

(j) to maintain insurance for the benefit of the Partnership and the Partners;

(k) to form, participate in or contribute or loan cash or property to limited or general partnerships, joint ventures, corporations or similar arrangements;

(l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and

(m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes;

in each case at such times and upon such terms and conditions as the General Partner deems appropriate or necessary, and subject to any express restrictions contained elsewhere in this Agreement.

7.2 Duties of General Partner. The General Partner shall manage the business and affairs of the Partnership in the manner the General Partner deems appropriate or necessary. Without limiting the generality of the foregoing, the General Partner's duties shall include the following:

(a) to take possession of the assets of the Partnership;

(b) to staff and operate the business of the Partnership with the officers and employees of the General Partner or of other Persons;

(c) to render or cause to be rendered engineering, environmental and other technical services and perform or cause to be performed financial, accounting, logistical and other administrative functions for the Partnership;

(d) to render such reports and make such periodic and other filings as may be required under applicable federal, state and local laws, rules and regulations;

(e) to provide or cause to be provided purchasing, procurement, repair, and other services for the Partnership; and

(f) to conduct the business and affairs of the Partnership in accordance with this Agreement and all applicable laws, rules and regulations;

in each case in such a manner as the General Partner deems appropriate or necessary.

7.3 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest, both legally and beneficially. The Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

7.4 Compensation and Reimbursement of the General Partner. (a) Except as provided in this Section 7.4 or elsewhere in this Agreement, the Management Agreement or any other agreement contemplated or permitted hereby, the General Partner shall not be compensated for its services as General Partner to the Partnership.

(b) The General Partner shall be promptly reimbursed for all Designated Expenses, in addition to any reimbursement as a result of indemnification in accordance with Section 7.10 hereof or Section 3.02 of the Management Agreement. The General Partner shall determine such Designated Expenses in any reasonable manner determined by it.

(c) The General Partner may propose and adopt fringe benefit plans, including, without limitation, plans comparable to those that covered employees employed by the predecessor to the Partnership and plans involving the issuance of direct or indirect equity interests in the Partnership, for the benefit of employees of the Partners, the Partnership or any of their respective Affiliates, in respect of services performed, or obligated to be performed, directly or indirectly, for the benefit of the Partnership.

7.5 Partnership Funds. The funds of the Partnership shall be deposited in such account or accounts as shall be designated by the General Partner, and shall not be commingled with the funds of the General Partner or any of its Affiliates. All withdrawals from or charges against such accounts shall be made by the General Partner or by its agents, which agents may be Affiliates of the General Partner. Funds of the Partnership may be invested as determined by the General Partner.

7.6 Outside Activities; Contracts with Affiliates; Loans to or from Affiliates. (a) The General Partner shall not have any business interests or engage in any business activities except for those relating to the Partnership.

(b) Any Affiliate of the General Partner and any director, officer, partner or employee of the General Partner or any of its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership, for their own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership or either Partner. Neither the Partnership nor either of the Partners shall have any rights by virtue of this Agreement or the partnership relationship governed hereby in any such business interests.

(c) The Limited Partner hereby approves, ratifies and confirms the execution, delivery and performance of the Conveyance Agreement and the Management Agreement and agrees that the General Partner is authorized to execute, deliver and perform the other agreements, acts, transactions and matters contemplated hereby on behalf of the Partnership without any further approval or vote of the Limited Partner, notwithstanding any other provision of this Agreement.

(d) Subject to the provisions of Section 7.4(a), the General Partner and its Affiliates may enter into contracts with, or render services to, the Partnership, provided that such contracts or services are on terms that are fair and reasonable to the Partnership. The contracts and services approved, ratified or confirmed pursuant to Section 7.6(c) shall be deemed to satisfy the terms of this Section 7.6(d).

(e) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey property to, or purchase property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership. The conveyance of property pursuant to the Conveyance Agreement shall be deemed to satisfy the terms of this
Section 7.6(e).

(f) The General Partner or any of its Affiliates may lend to the Partnership funds needed by the Partnership for such periods of time as the General Partner may determine; provided, however, that such General Partner or Affiliate may not charge the Partnership interest greater than the rate (including points or other financing charges or fees) that would be charged to the Partnership by unrelated lenders on comparable loans. The Partnership shall reimburse the General Partner or its Affiliate, as the case may be, for any costs incurred by the General Partner or Affiliate in connection with the borrowing of funds obtained by such General Partner or Affiliate and loaned to the Partnership.

(g) The Partnership may lend funds to the General Partner or any of its Affiliates; provided, however, that the Partnership may not lend funds to the General Partner or an Affiliate unless such funds consist of funds available after provision for working capital and such reserves as the General Partner deems appropriate and such loan shall bear interest at the rate (including points or other financing charges or fees) that the General Partner would be charged by unrelated lenders on comparable loans.

7.7 Tax Basis and Value Determinations. To the extent that the General Partner is required pursuant to the provisions of this Agreement to establish fair market values or allocate amounts realized, tax basis, Agreed Values or Net Agreed Values, the General Partner shall establish such values and make such allocations in a manner that is reasonable and fair to the Limited Partner, taking into account all applicable laws, governmental regulations, rulings and decisions. The General Partner may, in its sole discretion, modify or revise such allocations in order to comply with such laws, governmental regulations, rulings or decisions or to the extent it otherwise deems such modification or revision appropriate or necessary. The General Partner is authorized, to the extent deemed by it to be appropriate or necessary, to utilize the services of an independent appraiser in establishing such values or allocations and the General Partner shall in such cases be entitled to rely on the values or allocations established by such independent appraiser.

7.8 Resolution of Conflicts of Interest; Standard of Care. (a) Unless otherwise expressly provided in this Agreement, the Management Agreement or any other agreement contemplated hereby,
(i) whenever a conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership or the Limited Partner, on the other hand, or
(ii) whenever this Agreement, the Management Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or the Limited Partner, the General Partner or such Affiliate shall resolve such conflict of interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting or engineering practices or principles, and in the absence of bad faith by the General Partner or such Affiliate, the resolution, action or terms so made, taken or provided by the General Partner or such Affiliate shall not constitute a breach of this Agreement or any other agreement contemplated hereby or a breach of any standard of care or duty imposed hereby or under the Delaware Act or any other applicable law, rule or regulation.

(b) Whenever this Agreement, the Management Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "discretion" or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled, to the extent permitted by applicable law, to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partner, or (ii) in its "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and, except as required by applicable law, shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby or applicable law.

7.9 Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any certificate, document or other instrument believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, and other consultants and advisors selected by it and any opinion or advice of any such Person as to matters which the General Partner believes to be within such Person's professional or expert competence shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by the General Partner hereunder in good faith and in accordance with such opinion or advice.

(c) The General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

7.10 Limited Liability; Indemnification. (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee, provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

(b) The Partnership shall, to the extent permitted by applicable law, indemnify each Indemnitee against expenses (including legal fees and expenses), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such Indemnitee, in connection with any threatened, pending or completed claim, demand, action, suit or proceeding to which such Indemnitee was or is a party or is threatened to be made a party, by reason of (i) such Indemnitee's status as a General Partner, any Affiliate of the General Partner, any Person who is or was a director, officer, employee or agent of the General Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any such Affiliate as a director, officer, partner, trustee, employee or agent of another Person or (ii) any action taken or omitted to be taken by such Indemnitee in any capacity referred to in clause (i) of this
Section 7.10(b), relating to this Agreement or the property, business, affairs or management of the Partnership (provided the Indemnitee acted in good faith and the act or omission which is the basis of such action, suit or proceeding does not involve the gross negligence or willful misconduct of such Indemnitee).

(c) Expenses (including legal fees and expenses) incurred in defending any claim, demand, action, suit or proceeding subject to Section 7.10(b) shall be paid by the Partnership in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder.

(d) The indemnification provided by Section 7.10(b) shall be in addition to any other rights to which an Indemnitee may be entitled and shall continue as to an Indemnitee who has ceased to serve in a capacity for which the Indemnitee is entitled to indemnification and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee.

(e) To the extent commercially reasonable, the Partnership shall purchase and maintain insurance on behalf of the Indemnitees against any liability which may be asserted against or expense which may be incurred by an Indemnitee in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify an Indemnitee against such liability under the provisions of this Agreement.

(f) An Indemnitee shall not be denied indemnification in whole or in part under Section 7.10(b) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(g) The provisions of this Section 7.10 are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other Persons.

ARTICLE VIII Rights and Obligations of the Limited Partner

8.1 Limitation of Liability. The Limited Partner shall have no liability under this Agreement (including, without limitation, liability under Section 7.10) except as provided in Section 4.1.

8.2 Management of Business. The Limited Partner shall not take part in the operation, management or control (within the meaning of the Delaware Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership.

8.3 Outside Activities. The Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership. Neither the Partnership nor the General Partner shall have any rights by virtue of this Agreement or the Partnership relationship created hereby in any business ventures of the Limited Partner.

8.4 Return of Capital. The Limited Partner shall not be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement.

ARTICLE IX Books, Records, Accounting and Reports

9.1 Books, Records and Accounting. The General Partner shall keep or cause to be kept books and records with respect to the Partnership's business, which books and records shall at all times be kept at the principal office of the Partnership. Any books and records maintained by the Partnership in the regular course of its business, including books of account and records of Partnership proceedings, may be kept on, or be in the form of, punch cards, disks, magnetic tape, photographs, micrographics or any other information storage device, provided that the records so kept are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on the accrual basis, or on a cash basis adjusted periodically to an accrual basis, as the General Partner shall determine in its sole discretion, in accordance with generally accepted accounting principles and applicable law.

9.2 Fiscal Year. The fiscal year of the Partnership for financial reporting purposes shall be the calendar year, unless the General Partner shall determine otherwise in its sole discretion.

9.3 Reports. (a) As soon as practicable, but in no event later than 90 days after the close of each fiscal year, the General Partner shall deliver to the Limited Partner reports containing financial statements of the Partnership for the fiscal year, presented in accordance with generally accepted accounting principles, including a balance sheet, statement of income, statement of Partners' capital and statement of changes in financial position, such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner.

(b) As soon as practicable, but in no event later than 45 days after the close of each calendar quarter, except the last calendar quarter of each fiscal year, the General Partner shall deliver to the Limited Partner a quarterly report for the calendar quarter containing such financial and other information as the General Partner deems appropriate.

ARTICLE X Transfer of Partnership Interests; Successor Partners

10.1 Transfer of Partnership Interests. Neither Partner may transfer any of its Partnership Interest unless (a) all of its Partnership Interest is being transferred and the transferee assumes all of the rights and obligations of such Partner hereunder, (b) the transfer is to an Affiliate of such Partner or is in connection with a Partner's merger or consolidation with, or a transfer of all or substantially all of a Partner's assets to, another Person, or the transfer is approved by the other Partner, and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of the Limited Partner or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

10.2 Successor Partners. Any Person becoming a successor General Partner pursuant to Section 11.1 or the proviso to Section 12.1 or the transferee of the entire Partnership Interest of a Partner pursuant to Section 10.1 shall be admitted to the Partnership as a successor Partner, effective as of the date an amendment or restatement of the Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware effecting such substitution; provided, however, that no such successor shall be so admitted until it has agreed in writing to assume the former Partner's obligations hereunder. This Agreement and the Certificate of Limited Partnership shall be amended as appropriate to reflect the termination of the former Partner and the admission of the successor Partner.

ARTICLE XI Withdrawal or Removal of the General Partner

11.1 Withdrawal or Removal of the General Partner. (a) Subject to regulatory approval, upon the withdrawal of the MLP General Partner from the Limited Partner, the General Partner shall withdraw from the Partnership, effective as of the date on which the MLP General Partner's withdrawal is effective. If a successor MLP General Partner is approved as permitted by Section 13.1(a) of the MLP Agreement, the Person so approved (or its designated Affiliate) shall become the successor General Partner. If no successor MLP General Partner is approved, the Partnership shall be dissolved pursuant to Section 12.1.

(b) The removal of the MLP General Partner from the Limited Partner shall also constitute the removal of the General Partner from the Partnership, effective as of the date on which the MLP General Partner's removal is effective. The Person approved as successor MLP General Partner (or its designated Affiliate) shall become the successor General Partner.

11.2 Sale of Former General Partner's Interest. If any Person becomes a successor General Partner pursuant to Section 11.1 or 12.2 or the proviso to Section 12.1, such successor shall purchase from the former General Partner, and the former General Partner shall sell to such successor, the Partnership Interest of the former General Partner for an amount in cash equal to the fair market value thereof, determined as of the effective date of the departure of the former General Partner. Such fair market value shall be determined by agreement between the former General Partner and its successor or, failing agreement within 30 days after the date the successor General Partner is so admitted, by a firm of independent appraisers jointly selected by the former General Partner and its successor (or, if the former General Partner and its successor cannot agree on the selection of such a firm within 45 days after the date the successor General Partner is so admitted, by a firm of independent appraisers selected by two firms, one of which will be selected by the former General Partner and the other of which will be selected by the successor).

ARTICLE XII Dissolution and Liquidation

12.1 Dissolution. The Partnership shall be dissolved, and its affairs wound up, upon:

(a) expiration of its term as provided in Section 2.4;

(b) withdrawal of the General Partner pursuant to Section 11.1 (unless a Person becomes a successor General Partner prior to or on the effective date of such withdrawal);

(c) bankruptcy or dissolution of the General Partner, or any other event that results in the General Partner ceasing to be a general partner in the Partnership (other than by reason of a withdrawal or removal pursuant to Section 11.1 or a transfer pursuant to Section 10.1);

(d) an election by the General Partner to dissolve the Partnership which is approved by the Limited Partner; or

(e) dissolution of the Limited Partner (unless the Limited Partner (if a partnership) is continued or reconstituted in accordance with its partnership agreement);

provided, however, that the Partnership shall not be dissolved upon an event described in Section 12.1(b) if, within 90 days of such event, the Limited Partner agrees in writing to continue the business of the Partnership and to the appointment of a successor General Partner.

For purposes of this Section 12.1, bankruptcy of the General Partner shall be deemed to have occurred when (i) it commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) it seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for it or for all or any substantial part of its properties, (iii) it is adjudged a bankrupt or insolvent, or has entered against it a final and nonappealable order for relief, under any bankruptcy, insolvency or similar law now or hereafter in effect, (iv) it executes and delivers a general assignment for the benefit of its creditors, (v) it files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any involuntary proceeding of the nature described in clause (i) above, or (vi)(1) any involuntary proceeding of the nature described in clause (i) above has not been dismissed 120 days after the commencement thereof or (2) the appointment without its consent or acquiescence of a trustee, receiver or liquidator for it or for all or any substantial part of its properties has not been vacated or stayed within 90 days of such appointment, or (3) such appointment has been stayed but is not vacated within 90 days after the expiration of any such stay.

12.2 Reconstitution. Upon dissolution of the Partnership in accordance with Section 12.1(b) or (c), and a failure of all Partners to agree to continue the business of the Partnership and to the appointment of a successor General Partner as provided in the proviso to Section 12.1, then within 180 days after the event described in Section 14.1(b) or (c), the remaining Partners may elect to reconstitute the Partnership and continue its business by forming a new partnership on terms identical to those set forth in this Agreement and having as a general partner a Person approved by such Partners. Upon any such election by such Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within such 180-day period, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within such 180-day period, then (a) the reconstituted partnership shall continue until the end of the term set forth in
Section 2.4 unless earlier dissolved in accordance with this Article XII and (b) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership; provided that the right to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of the Limited Partner and (ii) neither the Partnership nor the reconstituted partnership would be treated as an association taxable as a corporation for federal income tax purposes.

12.3 Liquidation. Upon dissolution of the Partnership, unless the Partnership is reconstituted pursuant to Section 12.2, the General Partner, or in the event the General Partner has withdrawn from the Partnership, been removed or dissolved or become bankrupt (as defined in Section 12.1), a liquidator or liquidating committee approved by the Limited Partner shall be the liquidator of the Partnership (the "Liquidator"). The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by the Limited Partner. The Liquidator shall agree not to resign at any time without 15 days' prior written notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal approved by the Limited Partner. Upon dissolution, resignation or removal of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and obligations of the original Liquidator) shall, within 30 days thereafter, be approved by the Limited Partner. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Article XIV) to the extent appropriate or necessary in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(a) to creditors of the Partnership (including Partners); and

(b) to the Partners, 99% to the Limited Partner and 1% to the General Partner;

provided, however, that the Liquidator may place in escrow a reserve of cash or other assets of the Partnership for contingent liabilities in an amount determined by the Liquidator to be appropriate for such purposes.

12.4 Distribution in Kind. Notwithstanding the provisions of
Section 12.3 requiring the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if on dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership and may, in its sole discretion, distribute to the Partners, as tenants in common, in lieu of cash, and as their interests may appear in accordance with the provisions of Section 12.3(b), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any distributions in kind shall be subject to such conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable and to any joint ownership agreements or other agreements governing the ownership and operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

12.5 Cancellation of Certificate of Limited Partnership. Upon the completion of the distribution of Partnership property pursuant to Sections 12.3 and 12.4, the Partnership shall be terminated, and the Liquidator (or the Limited Partner if necessary) shall cause the cancellation of the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Partnership.

12.6 Return of Capital. The General Partner shall not be personally liable for the return of the Capital Contributions of the Limited Partner, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

12.7 Waiver of Partition. Each Partner hereby waives any rights to partition of the Partnership property.

ARTICLE XIII Amendment of Partnership Agreement

13.1 Amendments Which May Be Adopted Solely by the General Partner. The General Partner may amend any provision of this Agreement without the consent of the Limited Partner, and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, in the location of the principal place of business of the Partnership or in the registered office or registered agent of the Partnership;

(b) a change that the General Partner deems appropriate or necessary to (i) qualify, or continue the qualification of, the Partnership as a limited partnership (or a partnership in which the Limited Partner has limited liability) under the laws of any state or jurisdiction or (ii) ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes;

(c) a change that the General Partner in its sole discretion deems appropriate or necessary to satisfy any requirements, conditions or guidelines contained in any order, rule or regulation of any federal or state agency or contained in any federal or state statute;

(d) a change that is appropriate or necessary, as determined by an Opinion of Counsel, to prevent the Partnership, the General Partner, its Affiliates and their respective directors and officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(e) a change that is required or contemplated by any provision of this Agreement, including, without limitation, Section 10.2;

(f) a change that in the good faith opinion of the General Partner does not adversely affect the Limited Partner in any material respect; or

(g) any changes or events similar to the foregoing.

13.2 Other Amendments. Amendments to this Agreement (other than amendments adopted pursuant to Section 13.1) shall be effective only when approved by both Partners.

ARTICLE XIV Sale of All Assets

Without the prior approval of the Limited Partner, the General Partner shall not, acting on behalf of the Partnership, sell or otherwise dispose of, or consent to the sale or other disposition of, all or substantially all of the assets owned directly or indirectly by the Partnership.

ARTICLE XV General Provisions

15.1 Opinions Regarding Taxation as a Partnership. Notwithstanding any other provisions of this Agreement, the requirement, as a condition to any action proposed to be taken under this Agreement, that the Partnership receive an Opinion of Counsel that the proposed action would not result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes (a) shall not be applicable to the extent that the Partnership is at such time treated in all material respects as an association taxable as a corporation for federal income tax purposes and (b) shall be deemed satisfied by an Opinion of Counsel containing conditions, limitations and qualifications which are acceptable to the General Partner in its sole discretion.

15.2 Address and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3.

15.3 Headings. All article or section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.

15.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

15.5 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

15.6 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

15.7 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on both of the parties hereto. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

15.8 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.

15.9 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. IN WITNESS WHEREOF, this Agreement has been duly executed by the Partners as of the date first above written.

BUCKEYE PIPE LINE COMPANY
as General Partner

By:  /S/ C. Richard Wilson
          President

BUCKEYE PARTNERS, L.P.,
as Limited Partner

By BUCKEYE MANAGEMENT COMPANY,
as General Partner

By:  /S/ Steven C. Ramsey
     Senior Vice President

Exhibit 10.2
CONFORMED COPY

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Dated as of October 4, 2001

Between

BUCKEYE PIPE LINE COMPANY, L.P.

and

BUCKEYE PIPE LINE COMPANY

                        TABLE OF CONTENTS


Article I   Appointment of the Manager                     1

Article II  Power and Duties of the Manager
  2.01         Powers of the Manager                       1
  2.02         Duties of the Manager                       2
  2.03         Outside Activities                          3

Article III Liability of the Manager; Indemnification      4
  3.01         Liability of the Manager                    4
  3.02         Indemnification                             4

Article IV  Reimbursement                                  5

Article V   No Interest Conveyed to the Manager            5

Article VI  Termination; Successor Manager                 5
  6.01         Termination                                 5
  6.02         Successor Manager                           6

Article VII Reports, Records and Access                    6

Article VIII   General Provisions                          6
  8.01         Reliance by Third Parties                   6
  8.02         Address and Notices                         6
  8.03         Headings                                    6
  8.04         Binding Effect                              6
  8.05         Integration                                 6
  8.06         Waiver                                      6
  8.07         Counterparts                                7
  8.08         Accounting Principles                       7
  8.09         Severability                                7
  8.10         Applicable Law                              7

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Agreement"), dated as of October 4, 2001, is entered into between BUCKEYE PIPE LINE COMPANY, L.P., a Delaware limited partnership (the "Partnership"), and BUCKEYE PIPE LINE COMPANY, a Delaware corporation (the "Manager").

WITNESSETH:

WHEREAS, the Partnership was formed to engage in any lawful activity for which limited partnerships may be organized under the laws of the State of Delaware; and

WHEREAS, the Partnership wishes to appoint the Manager to manage, operate, direct and exercise full and exclusive control over the business and affairs of the Partnership, and the Manager wishes to accept such appointment, in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

                   Appointment of the Manager

       The  Partnership  hereby  appoints  the  Manager  as   the
Partnership's  managing  agent,  and  the  Manager  accepts   its

appointment by the Partnership, to manage, operate, direct and exercise full and exclusive control over the business and affairs of the Partnership, subject to the restrictions contained in the Partnership Agreement (hereinafter defined).

ARTICLE II
Powers and Duties of the Manager

2.01 Powers of the Manager. Subject to such limitations as may be imposed by law, this Agreement or the Agreement of Limited Partnership, dated as of March 25, 1998 (as amended from time to time, the "Partnership Agreement"), between the Manager and Buckeye Partners, L.P., a Delaware limited partnership ("Buckeye Partners"), the Manager is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following:

(a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness;

(b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership;

(c) to own, use and invest the assets of the Partnership;
(d) to purchase or sell products, services and supplies;

(e) to make tax, regulatory and other filings with, and to render periodic and other reports to, governmental agencies or bodies having jurisdiction over the assets or business of the Partnership;

(f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;

(g) to negotiate, execute and perform any contracts, conveyances or other instruments;

(h) to make allocations of income and deductions of the Partnership and make distributions in accordance with the Partnership Agreement;

(i) to utilize the services of officers and employees of the Manager or of any other entities and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors;

(j) to maintain insurance for the benefit of the Partnership and its partners;

(k) to form, participate in or contribute or loan cash or property to limited or general partnerships, limited liability companies, corporations, other entities, joint ventures or similar arrangements;

(l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and

(m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes;

in each case at such times and upon such terms and conditions as the Manager deems appropriate or necessary and subject to any express restrictions on such powers as provided in the Partnership Agreement. The parties hereto acknowledge that so long as the Manager is the general partner of the Partnership under the Partnership Agreement (the "General Partner"), the Manager shall have and be entitled to exercise all of the same hereunder as the General Partner is entitled to have and entitled to exercise under the Partnership Agreement.

2.02 Duties of the Manager. The Manager shall manage the business and affairs of the Partnership in the manner which the Manager deems appropriate or necessary. Without limiting the generality of the foregoing, the Manager's duties shall include the following:

(a) to take possession of the assets and properties of the Partnership;

(b) to staff and operate the business of the Partnership with the officers and employees of the Manager or of other entities;

(c) to render or cause to be rendered engineering, environmental and other technical services and perform or cause to be performed financial, accounting, logistical and other administrative functions for the Partnership;

(d) to render such reports and make such periodic and other filings as may be required under applicable federal, state and local laws, rules and regulations;

(e) to provide or cause to be provided purchasing, procurement, repair and other services for the Partnership;

(f) to prepare, on an annual and quarterly basis, financial statements of the Partnership, which, in the case of annual financial statements, shall have been audited by a nationally recognized firm of independent certified public accountants selected by the Manager, and to furnish to the Partnership such other information and reports concerning the conduct of the business and affairs of the Partnership as the Partnership shall reasonably require;

(g) to deposit all funds of the Partnership in such account or accounts as shall be designated by the Manager (which funds shall not be commingled with the funds of the Manager);

(h) to maintain records of the assets owned by the Partnership and books of account and to make such records and books of account available for inspection by the Partnership or its duly authorized representatives during regular business hours at the principal office of the Manager;

(i) to prepare and distribute in a timely manner to all partners of the Partnership tax information reasonably required for federal, state and local income tax reporting purposes;

(j) to cause to be filed such certificates and to do such other acts as may be required by law to qualify and maintain the Partnership as a limited partnership in all relevant jurisdictions; and

(k) to conduct the business and affairs of the Partnership in accordance with the Partnership Agreement and all applicable laws, rules and regulations;

in each case in such a manner as the Manager deems appropriate or necessary.

2.03 Outside Activities. Subject to such limitations as may be imposed pursuant to the terms of the Partnership Agreement, the Manager shall be entitled to and may have business interests and engage in business activities in addition to those relating to the business of the Partnership, including business interests and activities in direct competition with the Partnership, for its own account and for the account of others, without having or incurring any obligation to offer any interest in such businesses or activities to the Partnership or any of its partners. Neither the Partnership nor any of its partners shall have any rights by virtue of this Agreement or the relationship created hereby in any such business interests.

ARTICLE III
Liability of the Manager; Indemnification

3.01 Liability of the Manager. Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, neither the Manager, any affiliate of the Manager, any person who is or was a director, officer, employee or agent of the Manager or any such affiliate or any person who is or was serving at the request of the Manager or any such affiliate as a director, officer, partner, trustee, employee or agent of another person (each an "Indemnitee" and collectively, the "Indemnitees") shall be liable to the Partnership or any of its partners for any action taken or omitted to be taken by such Indemnitee, provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an action or omission involves bad faith or willful misconduct.

3.02 Indemnification.

(a) The Partnership shall, to the fullest extent permitted by applicable law, indemnify each Indemnitee against expenses (including legal fees and expenses), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such Indemnitee, in connection with any threatened, pending or completed claim, demand, action, suit or proceeding to which such Indemnitee was or is a party or is threatened to be made a party by reason of the Indemnitee's status as (x) a general partner or affiliate thereof or (y) a director, officer, partner, employee, or agent of the Manager or an affiliate or (z) a person serving at the request of the Manager in another entity in a similar capacity and which relates to this Agreement or the property, business, affairs or management of the Partnership (provided the Indemnitee acted in good faith and the act or omission which is the basis of such demand, claim, action, suit or proceeding does not involve the gross negligence or willful misconduct of such Indemnitee).

(b) Expenses (including legal fees and expenses) incurred in defending any proceeding subject to Section 3.02(a) shall be paid by the Partnership in advance of the final disposition of such proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified by the Partnership as authorized hereunder.

(c) The indemnification provided by Section 3.02(a) shall be in addition to any other rights to which an Indemnitee may be entitled and shall continue as to an Indemnitee who has ceased to serve in a capacity for which the Indemnitee is entitled to indemnification and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitee.
(d) To the extent commercially reasonable, the Partnership shall purchase and maintain insurance on behalf of the Indemnitees against any liability which may be asserted against or expense which may be incurred by such Indemnitees in connection with the Partnership's activities, whether or not the Partnership would have the power to indemnify such Indemnitees against such liability under the provisions of this Agreement.

(e) An Indemnitee shall not be denied indemnification in whole or in part under Section 3.02(a) because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement and the Partnership Agreement.

(f) The provisions of this Article III are for the benefit of the Indemnitees and the heirs, successors, assigns, administrators and personal representatives of the Indemnitees and shall not be deemed to create any rights for the benefit of any other persons.

(g) As used in this Agreement, the term "affiliate" means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with, the person in question.

ARTICLE IV
Reimbursement

Except as otherwise provided in the Exchange Agreement, dated as of August 12, 1997, among the Partnership, the Manager and certain of their affiliates, the Partnership shall promptly reimburse the Manager for all costs and expenses (direct or indirect) incurred by the Manager which are directly or indirectly related to the business or activities of the Partnership (including, without limitation, expenses, direct or indirect, reasonably allocated to the Manager by its affiliates). The Partnership shall also promptly reimburse any former Manager for all such costs incurred by it after a successor becomes the Manager hereunder. If the former Manager has been removed, these costs may include any severance costs required as a result of such former Manager ceasing to be the Manager of the Partnership.

ARTICLE V
No Interest Conveyed to the Manager

This Agreement is a management agreement only and does not convey to the Manager any right, title or interest in or to any assets of the Partnership, except that the Manager shall have and is hereby granted a license to enter upon and use such assets for the purpose of performing its duties and obligations hereunder.

ARTICLE VI
Termination; Successor Manager

6.01 Termination. Upon dissolution and liquidation of the Partnership, this Agreement shall terminate.

6.02 Successor Manager. In the event the General Partner withdraws or is removed from the Partnership and a successor becomes the General Partner, the successor General partner shall automatically become the Manager of the Partnership and shall succeed to all of the rights and obligations of the Manager hereunder (provided that such succession shall not affect the rights of any former Manager to reimbursement provided by Article IV hereof), and the former Manager and its successor shall execute an instrument evidencing such succession. As soon as practicable after the effective date of such succession, the former Manager shall, at the cost and expense of the Partnership, deliver all records, data and information pertaining to the business and affairs of the Partnership to the successor Manager.

ARTICLE VII
Reports, Records and Access

The Manager shall prepare, maintain and furnish all reports, records and information required by the Partnership Agreement.

ARTICLE VIII
General Provisions

8.01 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, no lender, purchaser or other person shall be required to look to the application of proceeds hereunder or to verify any representation by the Manager as to the extent of the interest in the Partnership's assets that the Manager is entitled to encumber, sell or otherwise use, and any such lender, purchaser or other person shall be entitled to rely exclusively on the representations of the Manager as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the Manager, without joinder of any other persons, as if it were the sole party in interest therein, both legally and beneficially.

8.02 Address and Notices. Any notice under this Agreement to the Partnership or the Manager shall be deemed given if received by it in writing at the principal office of the Partnership designated in the Partnership Agreement.

8.03 Headings. All article or section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.

8.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors but shall not be assignable except as provided in
Section 6.02.

8.05 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

8.06 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition.

8.07 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

8.08 Accounting Principles. All financial reports requested to be rendered under this Agreement shall be prepared in accordance with generally accepted accounting principles.

8.09 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.

8.10 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

PARTNERSHIP:

BUCKEYE PIPE LINE COMPANY, L.P.

By: BUCKEYE PIPE LINE COMPANY,
As General Partner

By:/s/  Stephen C. Muther
 Stephen C. Muther
 Senior Vice President-Administration,
 General Counsel and Secretary

MANAGER:

BUCKEYE PIPE LINE COMPANY

By:/s/  Stephen  C.  Muther
 Stephen C. Muther
 Senior Vice President-Administration,
 General Counsel and Secretary

EXHIBIT 10.4
CONFORMED COPY

AMENDED AND RESTATED EXCHANGE AGREEMENT

THIS AMENDED AND RESTATED EXCHANGE AGREEMENT (this "Agreement"), dated as of August 12, 1997, as amended and restated as of May 6, 2002, is entered into among BUCKEYE PIPE LINE COMPANY, a Delaware corporation (the "General Partner"), BUCKEYE MANAGEMENT COMPANY, a Delaware corporation and owner of all of the outstanding common stock of the General Partner ("BMC"), BUCKEYE PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and BUCKEYE PIPE LINE COMPANY L.P., a Delaware limited partnership, BUCKEYE PIPE LINE COMPANY OF MICHIGAN, L.P., a Delaware limited partnership LAUREL PIPE LINE COMPANY, L.P., a Delaware limited partnership, EVERGLADES PIPE LINE COMPANY, L.P., a Delaware limited partnership and BUCKEYE PIPE LINE HOLDINGS, L.P., a Delaware limited partnership (formerly Buckeye Tank Terminals Company, L.P.) (together, the "Operating Partnerships"), and GLENMOOR, LTD., a Delaware corporation (formerly BMC Acquisition Company) and owner of all of the outstanding common stock of BMC ("Glenmoor").

WITNESSETH:

WHEREAS, BMC, the Partnership, the General Partner, the Operating Partnerships and Glenmoor entered into the Exchange Agreement, dated as of August 12, 1997 (the "Prior Agreement"), which was consummated on such date effective as of 11:59 P.M.;

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety to reflect that
(i) the General Partner has replaced BMC as the general partner of the Partnership, (ii) the parties desire that Section 3.01 of the Prior Agreement be revised to eliminate the "Forfeiture Payment," and (iii) the names of certain parties have been changed;

WHEREAS, the General Partner is the general partner of the Partnership and the Operating Partnerships;

WHEREAS, the Operating Partnerships are owned 99% by the Partnership, and 1% by the General Partner (except that Buckeye Pipe Line Company of Michigan, L.P., is owned 98.01% by Laurel Pipe Line Company, L.P., and 1.99% by the General Partner);

WHEREAS, the Partnership is governed pursuant to an Amended and Restated Agreement of Limited Partnership (the "Master Partnership Agreement"), dated as of December 31, 1998, between the General Partner and the limited partners of the Partnership (the "Limited Partners"); the Operating Partnerships, other than Laurel Pipe Line Company, L.P., are governed pursuant to similar Amended and Restated Agreements of Limited Partnership, each dated as of December 23, 1986, as amended, between the General Partner and the Partnership; and Laurel Pipe Line Company, L.P. is governed pursuant to an Amended and Restated Agreement of Limited Partnership dated October 21, 1992, between the General Partner and the Partnership (collectively, the "Operating Partnership Agreements");

WHEREAS, in connection with the Prior Agreement, a special committee (the "Special Committee") of the disinterested directors of BMC (as the former general partner of the Partnership), determined it to be in the best interests of the Partnership (i) to issue limited partnership units of the Partnership ("LP Units") to Buckeye Pipe Line Services Company, a Pennsylvania corporation (the "Company") whose shares of capital stock were owned by the Glenmoor Employee Stock Ownership Plan (now known as the Buckeye Pipe Line Services Company Employee Stock Ownership Plan, and referred to herein as the "ESOP"), in exchange for 63,000 shares of Glenmoor Series A Convertible Preferred Stock, stated value $1,000 per share (the "Glenmoor Preferred Stock"), (ii) to have the Partnership convert the Glenmoor Preferred Stock into Glenmoor Common Stock ("Glenmoor Common Stock"), and (iii) to contribute the Glenmoor Common Stock to the Operating Partnerships (collectively, the "Restructuring");

WHEREAS, pursuant to the LP Unit Subscription Agreement, dated as of the date of the Prior Agreement (the "LP Unit Subscription Agreement"), the Partnership issued 1,286,573 LP Units to the Company in exchange for the Glenmoor Preferred Stock;

WHEREAS, pursuant to a notice to Glenmoor as of the date of the Prior Agreement, the Partnership converted the Glenmoor Preferred Stock received pursuant to the LP Unit Subscription Agreement into 484,616 shares of Glenmoor Common Stock (the "Exchange Shares");

WHEREAS, the Partnership contributed an undivided interest in the Exchange Shares to the Operating Partnerships as of the date of the Prior Agreement; and

WHEREAS, the Operating Partnerships transferred and assigned the Exchange Shares to the General Partner as of the date of the Prior Agreement in exchange for the release of certain obligations that the Partnership had to BMC (as the former general partner of the Partnership) and the General Partner, and the Operating Partnerships had to the General Partner; Glenmoor and BMC caused the General Partner to receive the Exchange Shares and to release such obligations of the Partnership and the Operating Partnerships; and the Exchange Shares were further transferred by the General Partner to BMC and by BMC to Glenmoor.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

THE EXCHANGE

Upon the terms and subject to the conditions of this Agreement, the Operating Partnerships have transferred and assigned the Exchange Shares to the General Partner in exchange for the release of certain obligations of the Partnership to BMC (as the former general partner of the Partnership) and the General Partner, and of the Operating Partnerships to the General Partner, as set forth in Article II below.

ARTICLE II
RELEASE OF OBLIGATIONS

2.01 Obligations to Reimburse for Executive Compensation. (a) Upon the terms and subject to the conditions of this Agreement, Glenmoor, BMC and the General Partner, for themselves and their affiliates, successors and assigns, hereby and irrevocably release, relinquish and discharge the Partnership and the Operating Partnerships from any and all liability, obligation, claim, demand, action or suit of any kind or nature, in law or in equity, whatsoever, known or unknown, which may be asserted for or on account of or arising out of or in any manner relating to the Partnership's and/or the Operating Partnerships' obligations pursuant to Section 7.4(b) of the Master Partnership Agreement and the Operating Partnership Agreements or otherwise to reimburse Glenmoor, BMC, or the General Partner for total compensation paid for executive level duties performed for BMC or the General Partner with respect to the functions of operations, finance, legal, marketing and business development, and treasury, as well as President of the General Partner following the date of the Prior Agreement. The parties hereto acknowledge that the individuals who performed those executive level functions as of the date of the Prior Agreement were: Michael P. Epperly, Steven C. Ramsey, Stephen C. Muther, William H. Shea, Jr., David J. Martinelli and C. Richard Wilson, respectively, and their total compensation in all forms on a pro forma annualized basis for 1996 was $2,300,000; the parties further acknowledge that Michael P. Epperly and C. Richard Wilson have resigned and their respective duties have been assumed by the remaining executives. Nothing in this Section 2.01(a) shall be deemed to waive the obligations of the Partnership and the Operating Partnerships to reimburse BMC and the General Partner for (i) employee fringe benefits and retirement benefits for their executives relating to services performed prior to the date of the Prior Agreement, (ii) obligations under severance agreements with their executives to the extent currently reimbursable under the Master Partnership Agreement or (iii) any obligations in respect of their executives which are not related to compensation, including, without limitation, indemnification obligations.

(b) Glenmoor, BMC and the General Partner agree, unless the General Partner is removed as general partner of the Partnership, to perform the executive level functions referred to in Section 2.01(a) for the benefit of the Partnership and the Operating Partnerships in a manner satisfactory to the board of directors of the General Partner.

2.02 ESOP Contributions Generally. (a) From the date of the Prior Agreement until all principal, interest and premium is paid in full under the Amended and Restated Note Agreement, dated as of the date of the Prior Agreement, among the ESOP, The Prudential Insurance Company of America and Pruco Life Insurance Company (the "Note Agreement") (the "ESOP Period"), and only following the exhaustion of the "Top Up Reserve Fund" provided for in paragraph (b) below, the Partnership and the Operating Partnerships shall reimburse the General Partner and BMC for (i) cash contributions made by the Company to the ESOP pursuant to the terms thereof, as necessary for the ESOP to make all payments of principal, interest (including additional interest payable as the result of an interest rate increase under paragraph 7 of the Note Agreement) and premium due under the Note Agreement (excluding, however, the accelerated portion of any payments which have become due and payable upon acceleration of such indebtedness as the result of a default under the Note Agreement), (ii) any income taxes incurred by the Company on the sale of LP Units made to satisfy the redemption obligations described in Section 2.03 below, and (iii) routine administrative charges and expenses common to employee stock ownership plans incurred in connection with the operation of the ESOP, in each case, to the extent distributions from LP Units owned by the Company are not sufficient to make all such payments. Following the ESOP Period, the Partnership and the Operating Partnerships shall have no further obligations to reimburse BMC or the General Partner for contributions to the ESOP.

(b) Top Up Reserve Fund. For purposes of this Agreement, the "Top Up Reserve Fund" shall mean the amount set forth on a statement delivered by BMC (as the former general partner of the Partnership) to the Partnership on the date of the Prior Agreement which is equal to the amount of all reimbursements associated with the ESOP made to BMC (as the former general partner of the Partnership) by the Partnership prior to the date of the Prior Agreement, minus the actual cash payments by the ESOP for principal and interest payments and routine administrative charges and expenses actually incurred by the ESOP as of the date of the Prior Agreement.

2.03 No ESOP Contributions for Departing Employees. BMC and the General Partner acknowledge that neither the Partnership nor the Operating Partnerships shall be obligated to reimburse Glenmoor, BMC or the General Partner for obligations to redeem the ESOP accounts of departing employees upon the termination of their employment with the Company, or for any other costs or expenses of or relating to the operation of the ESOP other than those specified in Section 2.02(a) above.

2.04 Representations and Warranties. Glenmoor, BMC and the General Partner hereby represent and warrant to the Partnership and the Operating Partnerships, as of the date of the Prior Agreement, that (a) neither the Company nor any entity treated as a single employer with the Company under Sections 414(b), 414(c),
414(m), or 414(o) of the Internal Revenue Code of 1986, as amended (the "Code"), or Section 4001(b) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), has incurred any liability under any provision of ERISA or other applicable law relating to the ESOP; (b) the ESOP has been administered, in all material respects, in compliance with its terms and complies, both in form and operation, with the applicable provisions of ERISA (including, without limitation, the funding and prohibited transactions provisions thereof), the Code and other applicable laws; (c) the ESOP has been determined by the Internal Revenue Service to be qualified within the meaning of Section 401 of the Code, and none of Glenmoor or BMC or the General Partner is aware of any fact or circumstances which would adversely affect the qualified status of the ESOP; and (d) the restructuring of the ESOP contemplated by this Agreement does not constitute a "prohibited transaction" under ERISA.
2.05 Certain Agreements. (a) The parties acknowledge that nothing in the Services Agreement, dated as of the date of the Prior Agreement (the "Services Agreement"), among BMC, the General Partner and the Company shall be deemed to enlarge the obligation of the Partnership to reimburse BMC or the General Partner under the Master Partnership Agreement or the obligation of the Operating Partnerships to reimburse the General Partner under the Operating Partnership Agreements. Furthermore, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Partner for the amounts paid to the Company pursuant to Article V of the Services Agreement unless such amounts were paid as reimbursement for costs and expenses for which BMC or the General Partner would be entitled to reimbursement under the Master Partnership Agreement or the Operating Partnership Agreements, as such agreements have been modified by the terms hereof, if BMC or the General Partner had incurred such costs and expenses directly. In addition, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Partner for amounts paid to the Company pursuant to Article VI of the Services Agreement unless such amounts were paid as indemnification for damages and expenses for which BMC or the General Partner would be entitled to indemnification under the Master Partnership Agreement or the Operating Partnership Agreements if BMC or the General Partner had incurred such damages or expenses directly.
(b) The Partnership and each of the Operating Partnerships waive, as of the date of the Prior Agreement, any right of offset or counterclaim or similar right it may have against BMC or the General Partner with respect to their respective obligations to reimburse BMC or the General Partner, as the case may be, for contributions to the ESOP pursuant to Section 2.02 hereof.

(c) The parties acknowledge that the Partnership and the Operating Partnerships are not obligated to reimburse BMC or the General Partner if any tax is owed by Glenmoor, BMC or the General Partner pursuant to Section 83 of the Internal Revenue Code as a result of the Restructuring.

ARTICLE III
FORFEITURE

3.01 Failure to Act as General Partner Over the ESOP Period. Except to the extent this obligation is assumed by a successor general partner pursuant to Section 3.02, the General Partner shall continue to serve as the general partner of the Partnership and the Operating Partnerships until the end of the ESOP Period unless the Partnership shall be sooner dissolved under
Section 14.1(d) of the Master Partnership Agreement.

3.02 Assumption of Obligations by a Successor General Partner. If the General Partner is removed as general partner of the Partnership or one or more of the Operating Partnerships during the ESOP Period (but not if the General Partner voluntarily withdraws as general partner) pursuant to Section 13.1(b) of the Master Partnership Agreement, the General Partner may cause the successor general partner of the Partnership and the Operating Partnerships to assume its respective obligations, liabilities and duties under this Agreement.
3.03 ESOP Loan Secured. The Partnership and the Operating Partnerships acknowledge that Glenmoor, BMC and the General Partner have each executed and delivered a Guaranty Agreement pursuant to which each has guaranteed the payment and performance of all obligations under the Note Agreement and related documents (the "Note Obligations"), and that such guaranty obligations are secured by substantially all assets of Glenmoor, BMC and the General Partner, respectively.
ARTICLE IV
TAX INDEMNITY AGREEMENT

4.01 Indemnification by the General Partner. Glenmoor, BMC and the General Partner shall, jointly and severally, reimburse and indemnify and hold the Partnership and each Operating Partnership harmless against and in respect of any and all damage, loss, liability, deficiency, settlement payments, interest (including any increase in the rate of interest paid on any loan to the ESOP), penalties, obligations, levies or expenses (including without limitation reasonable legal fees and expenses) (collectively, "Damages") in connection with, resulting from or relating to one of (i) the failure of the lenders to the ESOP to qualify pursuant to Section 133 of the Internal Revenue Code for the interest received exclusion in connection with the loan to the ESOP as a result of the Restructuring or (ii) any excise tax imposed as a result of the Restructuring (each, a "Tax Risk"). The Partnership and the Operating Partnerships shall pay to the ESOP or the lenders to the ESOP (in the case of the Tax Risk described above in clause (i) of this Section 4.01), or to the appropriate taxing authority or other third party (in the case of the Tax Risk described above in clause (ii) of this Section 4.01) any Damages in the event that a Tax Risk is incurred, subject to the foregoing reimbursement obligation. None of Glenmoor, BMC, the General Partner or their respective affiliates shall be entitled to reimbursement from the Partnership or any Operating Partnership for any indemnification payment made pursuant to this Article IV.

4.02 Selection of Tax Risk. The disinterested directors of the board of directors of the General Partner shall determine the Tax Risk for which the Partnership and the Operating Partnerships shall be entitled to indemnification from Glenmoor, BMC and the General Partner and such directors may make such determination at any time. Such determination shall be communicated to the entire board of directors in writing and once so communicated may not be modified or revoked.
4.03 Loan From Partnership. Subject to Section 7.7(g) of the Master Partnership Agreement, in the event that a Tax Risk is incurred, and the Partnership or the Operating Partnerships incur the Damages associated therewith, the General Partner shall issue to the Partnership a promissory note (the "Note") for the amount of the Damages, with interest calculated at the rate (including points or other financing charges or fees) that the General Partner would be charged by an unrelated lender on a comparable loan. The Note shall be payable by right of offset of the amounts due to the General Partner under the Amended and Restated Incentive Compensation Agreement dated as of March 22, 1996, as amended from time to time, until the Note is paid in full.
ARTICLE V
GENERAL PROVISIONS

5.01 Entire Agreement. This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

5.02 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
5.03 Waiver and Amendment. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition. Any amendment to this Agreement shall be effective only if in a writing signed by each of the parties hereto.
5.04 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.
5.05 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.
5.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, each party hereto has caused this Agreement amending and restating the Prior Agreement to be signed by its officer duly authorized as of the date first above written.

BUCKEYE MANAGEMENT COMPANY

By:  /s/ Steven C. Ramsey
Name:  Steven C. Ramsey
Title: Senior V.P. Finance and CFO

BUCKEYE PARTNERS, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

By:  /s/ Steven C. Ramsey
Name:  Steven C. Ramsey
Title: Senior V.P. Finance and CFO

BUCKEYE PIPE LINE COMPANY

By:  /s/ Steven C. Ramsey
Name:  Steven C. Ramsey
Title: Senior V.P. Finance and CFO

BUCKEYE PIPE LINE COMPANY
OF MICHIGAN, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

By:  /s/ Steven C. Ramsey
Name:  Steven C. Ramsey
Title: Senior V.P. Finance and CFO

[SIGNATURES CONTINUE ONTO NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

LAUREL PIPE LINE COMPANY, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

                              By:  /s/ Steven C. Ramsey
                              Name:     Steven C. Ramsey
                              Title:    Senior V.P. Finance and
CFO

EVERGLADES PIPE LINE COMPANY, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

                              By:  /s/ Steven C. Ramsey
                              Name:     Steven C. Ramsey
                              Title:    Senior V.P. Finance and
CFO

BUCKEYE PIPE LINE HOLDINGS, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

                              By:  /s/ Steven C. Ramsey
                              Name:     Steven C. Ramsey
                              Title:    Senior V.P. Finance and
CFO

BUCKEYE PIPE LINE COMPANY, L.P.

By: BUCKEYE PIPE LINE COMPANY,
as General Partner

                              By:  /s/ Steven C. Ramsey
                              Name:     Steven C. Ramsey
                              Title:    Senior V.P. Finance and
CFO

GLENMOOR, LTD.

                              By:  /s/ Steven C. Ramsey
                              Name:     Steven C. Ramsey
                              Title:    Senior V.P. Finance and
CFO

Exhibit 10.5
CONFORMED COPY

ACKNOWLEDGEMENT AND AGREEMENT

THIS ACKNOWLEDGEMENT AND AGREEMENT (the "Agreement") is made as of May 6, 2002, by and between Glenmoor, Ltd., a Delaware corporation ("Glenmoor"), and Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership"), with reference to the following background:

A. A provision was included as Section 3.01 in the Exchange Agreement (the "Exchange Agreement"), dated as of August 12, 1997, among Buckeye Pipe Line Company, a Delaware corporation ("BPL"), Glenmoor and certain other parties, that had the effect of delaying the recognition for income tax purposes of certain income by BPL and Glenmoor. Management of BPL now desires to amend and restate the Exchange Agreement to reflect that BPL is now the general partner of the Partnership, to delete the forfeiture payment provision in Section 3.01 of the Exchange Agreement (which will bring greater certainty to the tax planning of BPL and Glenmoor, and will better align the interests of BPL, as general partner of the Partnership, and the limited partners of the Partnership), and to reflect that the names of certain parties have changed (the "Amendment"). The form of the Amendment is attached hereto as Exhibit A.

B. Glenmoor, as the indirect owner of BPL, desires that the Amendment be authorized, executed and delivered by the Partnership, the Operating Partnerships and the other parties named therein.

C. As a condition to recommending the Amendment, a special committee of the board of directors of BPL (the "Special Committee") has required that Glenmoor enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. Definitions. Terms used herein that are not otherwise defined shall have the meanings assigned to them or referred to in the Amendment.

2. Acknowledgements, Representations and Warranties of Glenmoor.
(a) Glenmoor acknowledges and agrees that:

(i) The Amendment will result in an acceleration and possible increase in the federal, state and local income tax liabilities of Glenmoor and its shareholders.

(ii) Payment of the tax liabilities of Glenmoor and its shareholders is solely the responsibility of Glenmoor and its shareholders, and neither the Partnership nor the Operating Partnerships are obligated to reimburse Glenmoor, Buckeye Management Company ("BMC") or BPL for or on account of any such income tax liabilities.

(iii) Repayment of any loan to Glenmoor or its shareholders used in whole or in part to pay any of the tax liabilities of Glenmoor or its shareholders (the "Tax Loan") shall be solely the liability of Glenmoor, its shareholders and its wholly-owned subsidiaries.

(iv) Neither the Partnership nor the Operating Partnerships shall have any direct or indirect liability or obligation for or in respect of the Tax Loan, and neither the Partnership nor the Operating Partnerships shall be asked to provide any security for repayment of the Tax Loan or otherwise provide any credit support to Glenmoor or its shareholders in connection with the Tax Loan; provided, however, that the parties recognize and acknowledge that the lenders under the Note Agreement for the ESOP have, and the lender under the Tax Loan will have, certain security interests, pledges and other rights in the stock or assets of Glenmoor, BMC and BPL, including, without limitation, amounts payable to such entities by the Partnership.

(v) All costs and expenses of Glenmoor, BMC and BPL in connection with the Amendment and the Tax Loan, including, without limitation, the fees and expenses of attorneys and accountants in rendering tax and other advice to Glenmoor and its shareholders, the loan placement fees payable to the lender of the Tax Loan and other costs incurred in connection with the Tax Loan and the Amendment shall be payable by Glenmoor and shall not be subject to reimbursement directly or indirectly by the Partnership. All costs associated with the Special Committee, including, without limitation, the fees payable to members of the Special Committee, the fees and expenses of its attorneys, and other costs incurred by or at the request of the Special Committee shall be payable by BPL, and such costs shall be reimbursed by the Partnership.

(b) Glenmoor represents and warrants to the Partnership that the manner in which the Partnership will recognize and report on the execution, delivery and performance of the Amendment will not:

(i) result in the creation or incurrence of any material liability or obligation of the Partnership or the Operating Partnerships that would be required to be reflected in accordance with generally accepted accounting principles consistently applied in the financial statements of the Partnership or the Operating Partnerships, other than the costs to be reimbursed by the Partnership as set forth in subsection (a)(v) above and appropriate disclosure of the execution and delivery of the Amendment in the footnotes to such financial statements;

(ii) negatively affect the cash flow of the Partnership or the Operating Partnerships, other than the effects of the reimbursement of costs by the Partnership as set forth in subsection (a)(v) above; and

(iii) adversely affect in any material respect the income tax liabilities to be recognized by the Partnership, its limited partners and the Operating Partnerships under present law.

(c) Nothing in this Agreement shall constitute a representation or warranty by Glenmoor regarding the accounting or income tax treatment of the transactions effected in 1997 by the Exchange Agreement except as specifically set forth in Article IV thereof.

3. Glenmoor Liability.

(a) Glenmoor shall be liable to the Partnership for
(i) any damages directly resulting from or arising out of any breach of this Agreement, and (ii) any costs incurred by the Partnership in enforcing this Agreement if the Partnership is successful in obtaining a judgment or settlement that provides some benefit to the Partnership.

(b) A claim under this section must be brought by the Partnership within one year after the date that the independent directors of BPL first have actual knowledge of facts that reasonably give them notice that the Partnership may have a claim for breach of this Agreement. As used in this subsection, the term "independent directors" means directors who (i) are not officers or employees of BPL or affiliates or associates of any such officer or employee, and (ii) do not have a direct or indirect ownership interest in BPL or Glenmoor. This subsection shall be tolled during any period when there are no independent directors of BPL.

4. Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of Delaware, without reference to that state's conflict of laws provisions.

5. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an orig inal; and any person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
7. Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
8. Waiver and Amendment. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition. Any amendment to this Agreement shall be effective only if in a writing signed by each of the parties hereto.
9. Assignment; No Third Party Benefit. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties. This Agreement is not intended and shall not be construed to confer upon any other person except the parties hereto any rights, interests, benefits, obligations or remedies hereunder. Any assignment in contravention of this Section shall be null and void and without legal effect on the rights and obligations of the parties hereunder.
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement.

GLENMOOR, LTD.

By:  /s/ William H. Shea, Jr.
   William H. Shea, Jr.
   President and Chief Executive Officer

BUCKEYE PARTNERS, L.P.
By: BUCKEYE PIPE LINE COMPANY,
as General Partner

By:  /s/ Stephen C. Muther
   Stephen C. Muther
   Senior VP Admin., General Counsel
   and Secretary

Exhibit 10.11
CONFORMED COPY

BUCKEYE PARTNERS, L.P.

UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN

Amended and Restated
as of April 24, 2002

UNIT OPTION AND DISTRIBUTION EQUIVALENT PLAN

1. Purpose

The Unit Option and Distribution Equivalent Plan (the "Plan") of Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership"), is designed to assist the Partnership, Buckeye Pipe Line Company, the Partnership's general partner (the "General Partner"), and Affiliates of the Partnership and the General Partner in attracting and retaining employees of outstanding competence and to enable selected officers and key employees of the Partnership, the General Partner and Affiliates to acquire or increase ownership interests in the Partnership on a basis that will encourage them to perform at increasing levels of effectiveness and to use their best efforts to promote the growth and profitability of the Partnership. Consistent with these objectives, the Plan authorizes the granting of options (the "Options") to acquire limited partnership interests in the Partnership represented by units (the "Units") to selected officers and key employees (the "Optionees") pursuant to the terms and conditions hereinafter set forth. As used herein, the terms "Affiliate" and "Affiliates" refer to any domestic or foreign corporation, partnership, limited liability company or other entity that directly or indirectly controls, is controlled by or is under common control with either the Partnership or the General Partner. For purposes of this Plan, Buckeye Pipe Line Services Company shall be considered an Affiliate of the General Partner.

2. Effective Date of the Plan.

Effective Date; Unitholder Approval. The Plan became effective April 25, 1991 (the "Effective Date") and was approved on October 22, 1991, at a special meeting of the holders of Units (the "Unitholders") by a majority of the Unitholders then entitled to vote in person or by proxy at such meeting.

3. Administration.

(a) Administration by Committee. The Plan shall be administered by either the Board of Directors of the General Partner (the "Board"), or a committee of the Board consisting of at least two (2) members of the Board (the "Committee"), provided that no member of the Board, if the Board is then administering the Plan, or member of the Committee, if the Committee is then administering the Plan, within the one (1) year period preceding the later of the Effective Date or such member's appointment to the Board or the Committee, received an Option under the Plan or an option or similar award under any other Partnership plan or plan of an affiliate (as such term is defined in Rule 405 under the Securities Act of 1933, as amended), of the Partnership where any such award was made on a discretionary basis. Any member of the Board or Committee administering the Plan who does not satisfy the foregoing requirement shall not serve in any capacity in administering the Plan until one year has elapsed from the date such option or award was granted. For purposes of the Plan, the term "Committee," as used hereinafter, shall refer to the Board if the Board has not appointed the Committee to administer the Plan. The Committee shall have and exercise all of the powers and authority granted to it by the provisions of the Plan. Members of the Committee shall serve, and may be removed, at the pleasure of the Board.

(b) Quorum. For purposes of administration of the Plan, a majority of the members of the Committee eligible to serve as such shall constitute a quorum, and any action taken by a majority of the members of the Committee present at any meeting at which a quorum is present, or acts approved in writing by a majority of such members of the Committee, shall be the acts of the Committee.

(c) Committee Power. Subject to the express provisions of the Plan, the Committee shall have full authority (i) to decide when Options will be granted under the Plan, (ii) to select Optionees under the Plan, (iii) to determine which Optionees may be entitled to the benefits of the General Partner's Unit Option Loan Program adopted as of the Effective Date (the "Loan Program"), and (iv) to determine the number of Units to be covered by each Option, the price at which such Units may be purchased and any other terms and conditions of such Option, including the applicability of the Distribution Equivalent feature described in Section 7. The Board or the Committee may, by resolution, authorize one or more officers of the General Partner to do one or both of the following: (1) designate the Optionees, and (2) determine the number of Options to be received by such Optionees; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of Options such officer or officers may so award. The Board or the Committee may not authorize an officer to designate himself or herself as a recipient of any such Options.

(d) Plan Interpretation. Subject to the express provisions of the Plan, the Committee shall have full authority to interpret the Plan and any option agreements evidencing Options granted hereunder (the "Option Agreements"), to issue rules for administering the Plan, to change, alter, amend or rescind such rules, and to make all other determinations necessary or appropriate for the administration of the Plan. All determinations, interpretations and constructions made by the Committee pursuant to this Section 3 shall be final and conclusive. No member of the Committee shall be liable for any action, determination or omission taken or made in good faith with respect to the Plan or any Option granted hereunder.

4. Units Subject to Options.

(a) Number, Source and Use of Units. The equity securities to be subject to Options granted under the Plan shall be limited partnership interests in the Partnership represented by Units. The aggregate number of Units which may be issued under Options granted pursuant to the Plan shall not exceed 720,000 (giving effect to the Unit split effective in January 1998), subject to further adjustment as provided in Sections 4(b) and 8(b) of the Plan. If an Option, or any portion thereof, expires, terminates or is surrendered or canceled for any reason (including pursuant to a cancellation and new grant of Options pursuant to
Section 10) without the full number of Units being issued to the Optionee, the Units subject to such expired, terminated, surrendered or canceled portion of the Option shall be available for subsequent Option grants under this Plan. Units which are the subject of Options may be previously issued and outstanding Units reacquired by the Partnership or certain of its Affiliates and held in treasury, or may be authorized but unissued Units, or may be partly of each.

(b) Adjustment Provisions. In the event that (i) any change is made to the Units issuable under the Plan pursuant to
Section 8 or otherwise, or (ii) the Partnership makes any distribution of cash, Units, assets or other property to Unitholders which result from the sale or disposition of a major asset or separate operating division of the Partnership or any other extraordinary event and, in the judgment of the Committee, such change or distribution would significantly dilute the rights of Optionees hereunder then, subject to the provisions of
Section 8 of the Plan, the Committee may make appropriate adjustments in the maximum number of Units issuable under the Plan to reflect the effect of such change or distribution upon the Partnership's capital structure, and may make appropriate adjustments to the number of Units and the purchase price subject to each outstanding Option. The adjustments determined by the Committee shall be final, binding and conclusive.

(c) Further Authorization of Units; Conditional Option Grants. Options may be granted under this Plan with respect to Units in excess of the number specified in Section 4(a) hereof, provided that (i) an amendment to increase such maximum number of Units is adopted by the Committee prior to the initial grant of any such Options and such amendment, if material in amount, is thereafter submitted and approved by a majority of the Unitholders, and (ii) each Option so granted is not to become exercisable, in whole or in part, at any time prior to obtaining required approval.

5. Eligibility

The persons who shall be eligible to receive Options pursuant to the Plan shall be such officers and key employees of the Partnership, the General Partner, or any Affiliate who can make a meaningful contribution to the Partnership's success, as determined by the Committee from time to time. Effective July 14, 1998, the following individuals shall not be eligible to receive further grants of Options under the Plan, nor shall they receive material increases in benefits with respect to previously granted Options as a result of Plan amendments that become effective that date: (1) a member of the Board of Directors; (2) an officer of the General Partner; or (3) a person determined by resolution to be an "insider" of the Partnership, General Partner or any Affiliate.

6. Options.

(a) Grant of Options. Subject to the provisions of Section 4, Options may be granted at any time and from time to time as may be determined by the Committee. The Committee shall have complete discretion in determining the number of Options granted and the number of Units subject to such Options. The grant of Options under the Plan shall in no way affect the Partnership's or the General Partner's right to adjust, reclassify, reorganize or otherwise change the Partnership's capital or business structure, nor shall the grant of any Option affect the Partnership's or the General Partner's right to merge, consolidate, dissolve, liquidate or sell or transfer any part of the Partnership's business or assets.

(b) Nature of Options. Options granted pursuant to the Plan shall be authorized by the Committee and shall be non-statutory options which are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

(c) Terms and Conditions of Options. Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement between the Partnership and the Optionee in such form or forms as the Committee, from time to time, shall prescribe, which agreements need not be identical to each other but shall comply, inter alia, with and be subject to the terms and conditions of this Section 6(c). In addition, the Committee may, in its absolute discretion, include in any Option Agreement other terms, conditions and provisions that are not inconsistent with the express provisions of the Plan.

(i) Option Price. The price at which each Unit may be purchased pursuant to an Option granted under the Plan shall be not less than 100% of the higher of the "fair market value" for each such Unit (A) on the date the Committee approves the grant of such Option (the "Date of Grant"), or (B) on a future date if such is fixed on the Date of Grant by the Committee. The "fair market value" of the Units on any date shall be the mean between the high and the low prices of the Units on such date on the New York Stock Exchange (or the principal market in which the Units are traded, if the Units are not listed on that Exchange on such date), or if the Units were not traded on such date, the mean between the high and the low prices of the Units on the next preceding trading day during which the Units were traded. Anything contained in this subsection (i) to the contrary notwithstanding, in the event that the number of Units subject to any Option is adjusted pursuant to 4(b) or 8(b) hereof, a corresponding adjustment shall be made in the price at which the Units subject to such Option may be purchased thereafter.

(ii) Duration of Options. An Option (or portion thereof) granted under the Plan shall expire and all rights to purchase Units pursuant to the Option (or portion thereof) shall cease at the end of the day which is seven years following the date such Option (or portion thereof) became exercisable for the first time, or such lesser period as may be prescribed by the Committee and specified in the Option Agreement (the "Expiration Date").

(iii) Vesting of Options. The Units subject to each option granted hereunder may only be purchased to the extent that the Optionee is vested in such Option. An Optionee shall vest separately in each Option granted hereunder in accordance with a schedule determined by the Committee in its sole discretion, which will be appended to the Option Agreement. In the absence of any special circumstances, including the circumstances described in Sections 8 and 13 of the Plan or the terms of any vesting schedule contained in any Option Agreement which differ from the schedule below, the Committee will cause the Options to vest in accordance with the following schedule:

Number of anniversaries the Optionee has remained in the employ of the Partnership,

the General Partner or any Affiliate      Extent to which the Optionee
 following the Date of the Grant                is Vested

Under three............................................. 0%
Three or more..........................................100%

At the time an Option (or portion thereof) becomes vested in accordance with the foregoing schedule, the Option (or such portion) shall remain exercisable for a period of seven (7) years following the date the Option (or such portion) became vested. Anything contained in this subsection (iii) to the contrary notwithstanding, an Optionee shall become fully (100%) vested in each of his or her Options upon (A) his or her termination of employment with the Partnership, the General Partner or an Affiliate for reasons of death, Disability or Retirement (as such terms are defined in Section 13); (B) his or her termination of employment by the Partnership, the General Partner or an Affiliate within one year after the merger of the Partnership into, consolidation of the Partnership with, or sale or transfer of all or substantially all the Partnership's assets to, another entity, or within one year after the acquisition of effective voting control of the Partnership by any individual or entity or by any individuals or entities acting in concert (a good faith determination by the Committee that such control has been acquired shall be final and conclusive), in any such case for a reason other than discharge for cause; (C) a determination by the Committee in its sole discretion that acceleration of the Option vesting schedule would be desirable for the Partnership; or (D) such Options becoming vested pursuant to Section 8 of the Plan.

(iv)Unit Retention Requirement. The Committee may require, as a term of an Option Agreement, that the Optionee accumulate and retain a minimum number of Units, as specified by the Committee in its discretion ("Unit Retention Requirement"). The Committee shall permit an Optionee to satisfy the Unit Retention Requirement over a prescribed period of at least five years. An Optionee who fails to comply with the Unit Retention Requirement after expiration of the prescribed period shall not be eligible to receive further grants of Options under the Plan.

(d) Purchase of Units Pursuant to Options. An Optionee may purchase Units subject to the vested portion of an Option in whole at any time, or in part from time to time, by delivering to the Secretary of the General Partner written notice specifying the number of Units with respect to which the Option is being exercised, together with payment in full of the purchase price of such Units plus any applicable federal, state or local taxes for which the Partnership, the General Partner or any Affiliate has a withholding obligation in connection with such purchase. Such payment shall be payable to the Partnership in full (i) in cash,
(ii) with the proceeds of a promissory note payable by the Optionee to the General Partner, but only in accordance with the provisions of, and from a person otherwise eligible under, the Loan Program, or any successor program as in effect from time to time, (A) in a principal amount of up to 95% of the payment due upon the purchase of Units subject to the Option, or such applicable lower percentage as may be specified by the Committee pursuant to the Loan Program, and (B) bearing interest at a rate not less than the applicable federal rate prescribed by
Section 1274 of the Code, or any successor provision, or such higher rate as may be specified by the Committee pursuant to the Loan Program, and (iii) through any combination of (i) and (ii) above. During the lifetime of the Optionee, the Option shall be exercised only by the Optionee and shall not be assignable or transferable by the Optionee other than (1) by will, (2) by the laws of descent and distribution, (3) pursuant to the terms of the Plan, or (4) pursuant to the terms of a qualified domestic relations order.

(e) Unitholder Rights. An Optionee shall have none of the rights of a Unitholder with respect to any Units issuable pursuant to an Option under the Plan until such Optionee shall have been issued such Units upon the exercise or partial exercise of such Option.

(f) Compliance with Rule 16b-3. The Committee may impose such conditions on the exercise of an Option as may be necessary to satisfy the requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any other comparable provisions in effect at the time.

7. Distribution Equivalents.

(a) Distribution Equivalents. The Committee may grant, in its discretion and subject to such conditions, if any, as it shall determine, certain Options with a feature which would allow Optionees to accumulate accrued credit balances as adjusted in subsection (c) (the "Distribution Equivalents"). Only those Options which have been specifically awarded with Distribution Equivalents, as evidenced by the terms of the Option Agreement relating to such Option, shall be deemed to have the Distribution Equivalent feature. The Partnership shall maintain records with respect to each Option granted to an Optionee with Distribution Equivalents, calculated in accordance with subsection (b) (the "Distribution Equivalent Account").

(b) Calculation of Distribution Equivalents. From the date an Option is granted with a Distribution Equivalent feature until the earlier of (i) the date in which the Option (or portion thereof) becomes exercisable in accordance with Section 6(c) or 8, or (ii) the date of the Optionee's termination of employment for any reason including death, Disability or Retirement, as such terms are defined as in Section 13, the Partnership shall record in each Distribution Equivalent Account on the date of each regular quarterly Partnership distribution, an amount equal to
(x) the Partnership's per Unit regular quarterly distribution as declared from time to time by the Board, multiplied by (y) the number of Units subject to such Option that have not vested. No interest shall be payable or credited to the balance in any Distribution Equivalent Account. Any special per Unit distributions declared by the Board may be credited to the Distribution Equivalent Accounts only upon specific Committee approval.

(c) Use of Distribution Equivalents. As a term of an Option Agreement, the Committee may condition the Optionee's receipt of the Distribution Equivalent Account value upon the achievement of such corporate performance goals as the Committee may establish in its discretion. At the end of the period described in subsection (b), the Committee shall (i) adjust the accumulated Distribution Equivalents to reflect the achievement of such performance goals and (ii) distribute to each Optionee any Distribution Equivalents, as adjusted, in cash.

8. Adjustments Upon Extraordinary Transactions or Changes in Partnership Control.

(a) Extraordinary Transaction. In the event one or more of the following transactions (an "Extraordinary Transaction"):

(1) the Unitholders approve a merger or consolidation of the Partnership with any other entity, other than a merger or consolidation which would result in the Unitholders retaining at least 75% of the total equity interest of the surviving entity, as represented by the percentage of Units or equity securities of the Partnership or such surviving entity held by the Unitholders immediately after such merger or consolidation;

(2) a plan of complete dissolution of the Partnership is adopted or the Unitholders approve an agreement for the sale or disposition by the Partnership (in one transaction or a series of transactions) of all or substantially all the Partnership's assets; or

(3) the General Partner is removed, or any person or entity except one or more of the stockholders, as of the date hereof, of Glenmoor, Ltd. ("Glenmoor") or any employee benefit plan of the General Partner (or of any Affiliate or any person or entity organized, appointed or established by the General Partner for or pursuant to the terms of any such employee benefit plan), together with all Affiliates of such person or entity, becomes, directly or indirectly, the beneficial owner, or the holder of proxies, in the aggregate of 51% or more of the general partnership interests of the Partnership,

then (i) each Option at the time outstanding under the Plan and not then otherwise fully exercisable shall, during the ten (10) business day period immediately prior to the specified effective date for the Extraordinary Transaction, become fully exercisable for up to the total number of Units purchasable or issuable thereunder and may be exercised for all or any portion of the Units for which the Option is so accelerated, (ii) all Units issuable upon the exercise of Options under this Section 8(a) of the Plan shall be delivered to the Optionee immediately prior to the specified effective date for the Extraordinary Transaction, and (iii) all accumulated Distribution Equivalents, without adjustment pursuant to Section 7(c), shall be paid to the Optionee in cash. Notwithstanding the foregoing, if the Extraordinary Transaction is abandoned, (A) any Units not purchased upon exercise of such Option shall continue to be available for purchase in accordance with the other provisions of the Plan, and (B) to the extent that any Option not exercised prior to such amendment shall have vested solely by operation of this Section 8, such vesting shall be deemed annulled, and the vesting schedule set forth in Section 6(c), or in the Option Agreement if different from the vesting schedule in Section 6(c), shall be reinstituted as of the date of such abandonment.

In no event shall any such acceleration in connection with an Extraordinary Transaction occur if the terms of the agreement governing the Extraordinary Transaction require, as a condition to consummation, that the outstanding Options shall either be assumed by the successor entity, or its Affiliate, or be replaced with a comparable option or right to purchase or receive securities of the successor entity or Affiliate. The determination of such comparability shall be made by the Committee, and its determination shall be final, binding and conclusive. Upon consummation of an Extraordinary Transaction, all outstanding Options under the Plan shall, to the extent not previously exercised or assumed by the successor entity or its Affiliate, terminate.

Notwithstanding the above, in the event of any Extraordinary Transaction, the Committee shall have the discretion to cancel outstanding Options in whole or in part, subject to such conditions as the Committee may determine, upon payment to Optionees with respect to each Option then exercisable an amount in cash equal to the difference between (i) the fair market value (at the effective date of such Extraordinary Transaction) of the consideration the Optionee would have received in the Extraordinary Transaction if the Option had been exercised immediately prior to the effective date of such Extraordinary Transaction and (ii) the aggregate exercise price of such Option.

(b) If any change is made to the Units issuable under the Plan by reason of an Extraordinary Transaction that does not result in the termination of all outstanding Options, the Committee may adjust the maximum number of Units issuable under the Plan, the number of Units subject to Options, and the Option price of any outstanding Options.

9. Valuation.

For purposes of the Plan, the term "fair market value," when used in connection with a discussion concerning the value of a Unit, shall represent the value described in Section 6(c)(i). When used in connection with a discussion concerning the value of a right, an asset or other property, other than a Unit, the term "fair market value" shall mean, on any relevant date, the market value of such asset, as determined by the Committee in accordance with such method of valuation as the Committee shall determine to be reasonable and appropriate.

10. Cancellation and New Grant of Awards.

The Committee shall have the authority to effect, at any time and from time to time, with the consent of the affected Optionees, the cancellation of any or all outstanding Options under the Plan and to grant in substitution therefor new Options under the Plan covering the same or different number and class of Units but having a purchase price per Unit not less than fair market value of a Unit on the new Date of Grant. The Committee may permit the voluntary surrender of all or a portion of any Option to be conditioned upon the granting to the Optionee under the Plan of a new Option for the same or a different number of Units as the Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Option to such Optionee. Such new Option shall be exercisable at the price, during the period, and in accordance with any other terms or conditions specified by the Committee at the time the new Option is granted, all determined in accordance with the provisions of the Plan without regard to the price, period of exercise, or any other terms or conditions of the Options surrendered.

11. Term of Plan.

Unless the Plan is sooner terminated in accordance with
Section 8 or by the Committee, no further Options shall be granted under the Plan after the earlier of (i) the twentieth
(20th) anniversary of the Effective Date, or (ii) the date on which all Units available for issuance under the Plan have been issued.

12. Amendment of the Plan and Awards.

The Committee shall have complete and exclusive power and authority to terminate or amend the Plan and the Committee may amend outstanding Options issued under the Plan in any or all aspects whatsoever not inconsistent with the terms of the Plan; provided, however, that no such termination or amendment shall adversely affect the rights of an Optionee with respect to Options at the time outstanding under the Plan unless the Optionee consents to such amendment; and provided, further, that the Committee shall not, without the approval of the Unitholders amend the Plan to (i) materially increase the maximum number of Units which may be issued under the Plan, except for permissible adjustments under Section 4(b), (ii) materially increase the benefits accruing to individuals who participate in the Plan, or
(iii) materially modify the eligibility requirements for the grant of Options under the Plan.

13. Treatment of Options Upon Optionee's Termination of Employment.

Unless otherwise determined by the Committee, the following rules shall apply in the event of an Optionee's termination of employment with the Partnership, the General Partner or any Affiliate:

(a) Termination for Cause; Voluntary Termination Without Consent. In the event of an Optionee's termination of employment with the Partnership, the General Partner or any Affiliate either
(i) for cause or (ii) voluntarily on the part of the Optionee and without the written consent of his or her employer, any and all Option(s) held by such person shall immediately terminate.

(b) Termination in Special Circumstances. In the event of an Optionee's termination of employment with the Partnership, the General Partner or any Affiliate under circumstances other than those specified in subsection (a) hereof and for reasons other than death, Disability or Retirement (as defined in subsection (d) hereof), such Option shall terminate on the date which is 90 days from the date of such termination of employment or on its Expiration Date, whichever shall first occur; provided, however, that if the Optionee is a former officer of the Partnership subject to Section 16 of the 1934 Act who terminates employment pursuant to this subsection (b), his or her Options shall terminate on (i) the date which is the later of (A) 90 days from the date of such termination of employment, or (B) six months and ten days after such person's last purchase or sale, for purposes of Section 16, of Units or any derivative security thereto prior to his or her ceasing to be such an officer, or
(ii) their Expiration Date, whichever shall first occur.

(c) Death of Optionee. In the event of the death of an Optionee (i) while he or she is employed by the Partnership, the General Partner or any Affiliate, or (ii) if subsections (b) or
(d) hereof is applicable, during the respective periods of time specified therein following his or her termination of employment, such Option shall become fully exercisable, but shall terminate on the first anniversary of the Optionee's death, Disability or Retirement (as such terms are defined in subsection (d) hereof) or on its Expiration Date, whichever shall first occur.

(d) Disability or Retirement of Optionee. In the event of the Optionee's termination of employment with the Partnership, the General Partner or any Affiliate for reasons of the inability, due to mental or physical infirmity, of the Optionee to discharge the regular responsibilities and duties of his or her employment with the Partnership, the General Partner or any Affiliate, as the case may be ("Disability"), or for reasons of termination of employment other than discharge for cause (i) at or after age 65, or (ii) before age 65 provided the Optionee has at the time of such termination satisfied the age and vesting requirements for normal or early retirement pursuant to the terms of any "defined benefit plan" (as such term is defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended, or any successor provision) maintained by the Partnership, the General Partner or any Affiliate in which the Optionee participates, or (iii) if the Optionee does not participate at the time of such termination in such a "defined benefit plan," at or after age 55 and before age 65 provided the Optionee has been employed by the Partnership, the General Partner or any Affiliate for at least five full years (any of which terminations in clauses (i)-(iii) above shall constitute "Retirement"), such Option shall become fully exercisable, but shall terminate on the date which is a number of years after the date of such termination of employment as shall be fixed by the Committee or on its Expiration Date, whichever shall first occur.

(e) Limitations of Option Acceleration Upon Termination of Employment of Optionee. Anything contained in this Section 13 to the contrary notwithstanding, an Option may only be exercised following the Optionee's termination of employment with the Partnership, the General Partner or any Affiliate for reasons other than death, Disability or Retirement if, and to the extent that, such Option was exercisable immediately prior to such termination of employment.

(f) Certain Transfers of Employment. An Optionee's transfer of employment between or among the Partnership, the General Partner and an Affiliate or between or among Affiliates of the Partnership, shall not constitute a termination of employment and the Committee shall determine in each case whether an authorized leave of absence for military service or otherwise shall constitute a termination of employment.

14. Issuance of Units; Restrictions.

(a) Subject to the conditions and restrictions provided in this Section 14, the Partnership shall, within twenty (20) business days after an Option has been duly exercised in whole or in part, deliver to the person who exercised the Option a certificate, registered in the name of such person, for the number of Units with respect to which the Option has been exercised. The Partnership may legend any certificate issued hereunder to reflect any restrictions provided for in this
Section 14.

(b) Unless the Units subject to Options granted under the Plan have been registered under the Securities Act of 1933, as amended (the "1933 Act"), (and, in the case of any Optionee who may be deemed an Affiliate of the Partnership, such Units have been registered under the 1933 Act for resale by such Optionee), or the Partnership has determined that an exemption from registration is available, the Partnership may require prior to and as a condition of the issuance of any Units that the person exercising an Option hereunder furnish the Partnership with a written representation in a form prescribed by the Committee to the effect that such person is acquiring said Units solely with a view to investment for his or her own account and not with a view to the resale or distribution of all or any part thereof, and that such person will not dispose of any of such Units otherwise than in accordance with the provisions of Rule 144 under the 1933 Act unless and until either the Units are registered under the 1933 Act or the Partnership is satisfied that an exemption from such registration is available.

(c) Anything contained herein to the contrary notwithstanding, the Partnership shall not be obligated to sell or issue any Units under the Plan unless and until the Partnership is satisfied that such sale or issuance complies with (i) all applicable requirements of the New York Stock Exchange (or the governing body of the principal market in which such Units are traded, if such Units are not then listed on such Exchange), (ii) all applicable provisions of the 1933 Act, and (iii) all other laws or regulations by which the Partnership is bound or to which the Partnership is subject.

15. General Provisions.

(a) No Right to Employment. Nothing contained in the Plan or any Option Agreement shall confer, and no grant of an Option shall be construed as conferring, upon any Optionee any right to continue in the employ of the Partnership, the General Partner or any Affiliate or to interfere in any way with the right of the Partnership, the General Partner or any Affiliate to terminate his or her employment at any time or increase or decrease his or her compensation from the rate in effect at the Date of Grant.

(b) No Limit on Other Compensatory Arrangements. Nothing contained in this Plan shall prevent the Partnership, the General Partner or any Affiliate from adopting other or additional compensation arrangements (which may include arrangements which relate to Options under the Plan), and such arrangements may be either generally applicable or applicable only in specific cases.

Exhibit 10.12
CONFORMED COPY

BUCKEYE PIPE LINE COMPANY

UNIT OPTION LOAN PROGRAM

Adopted on April 24, 1991
(Amended and Restated as of April 24, 2002)

BUCKEYE PIPE LINE COMPANY
UNIT OPTION LOAN PROGRAM

1. Purpose.

The purpose of the Unit Option Loan Program (the "Loan Program") is to assist in the exercise of options ("Options") granted under the Buckeye Partners, L.P. (the "Partnership") Unit Option and Distribution Equivalent Plan (the "Plan"). Consistent with this purpose, the Loan Program authorizes Buckeye Pipe Line Company, the Partnership's general partner (the "General Partner"), to make loans to Optionees on the terms and conditions hereinafter set forth. Unless otherwise defined herein, terms defined in the Plan shall have the same meaning herein as in the Plan.

2. Administration.

The Loan Program shall be administered by the Board of Directors (the "Board") of the General Partner or a committee thereof (the "Committee"). Subject to the express provisions of the Loan Program, the Board or the Committee, as the case may be, shall have exclusive power to determine those individuals who shall be eligible to participate in the Loan Program and the terms and conditions to which loans under the Loan Program (the "Loans") may be subject. Subject again to the express provisions of the Loan Program, the Board or the Committee, as the case may be, shall have full and final authority to interpret the Loan Program and establish, adopt or revise such rules and regulations and to make all determinations relating to the Loan Program as it may, from time to time, deem necessary or advisable for the administration of the Loan Program. The Board's or the Committee's interpretation of the Loan Program and all actions and decisions of the Board or the Committee with respect to the Loan Program shall be final, binding and conclusive on all parties.

3. Options For Which Loan Program is Available.

The Loan Program may be available in connection with the exercise by designated Eligible Participants (as defined in
Section 4 hereof) of certain Options granted under the Plan.

4. Eligible Participants.

"Eligible Participants" shall be designated employees of the Partnership, the General Partner and Affiliates who are Participants in the Plan, as such Eligible Participants may be determined from time to time by the Board or the Committee. The term "Employee" shall mean any person (including any officer) employed by the Partnership, the General Partner or Affiliates on a full-time salaried basis. For purposes of the Plan, Buckeye Pipe Line Services Company shall be considered an Affiliate of the General Partner. The term "Participant" shall mean an Eligible Participant who obtains a Loan pursuant to this Loan Program.

5. Terms and Conditions of Loans.

Each Loan shall be evidenced by a written secured promissory note (a "Note") from the Participant payable to the order of the General Partner in such form as shall comply with the applicable terms and conditions of the Loan Program. In addition, any Note may include or contain other terms and conditions that are not consistent with the provisions of the Loan Program.

(a) Timing and Amount of Loan. Except as otherwise provided in the last sentence of this subsection (a), an Eligible Participant may obtain a Loan only at the time of, and in connection with, the exercise of an Option for which the Loan Program is available, as described in Section 3 hereof. An Eligible Participant may borrow up to 95% of the purchase price of the Units (net of any Distribution Equivalents to which the Eligible Participant may be entitled in respect of such Option) with respect to which the Option is being exercised and up to 100% of the applicable federal, state or local taxes for which the Partnership, the General Partner, or any Affiliate has a withholding obligation in connection with such exercise, and the proceeds of the Loan may be used only for such purposes. An Eligible Participant may obtain a Loan at a time subsequent to the time of exercise of an Option for the purpose of satisfying any applicable taxes for which there is a withholding obligation which arises at such subsequent time rather than at the time of exercise.

(b) Interest Rate and Payments. Each Note shall accrue and bear interest compounded on each June 30 and December 31 at the 5- year Treasury Bond rate plus 200 basis points, compounded semiannually. Interest shall be payable at the same time as the principal of the Note shall be payable.

(c) Term of Loan. Each Loan shall become due and payable upon the first to occur of any of the following events:

(i) Upon the completion of the period specified for repayment by the Participant as of the date of the Loan, which date, as determined by the Participant, may be as of a date specified from six (6) months to sixty (60) months from the date of the Loan;

(ii) failure of the Participant to maintain a margin of collateral pledged with the General Partner, consisting of the Units, the purchase of which is being financed by the Loan to the Participant (or other collateral acceptable to the chief financial officer of the General Partner), sufficient to cause the Loan (including the accrued and unpaid interest thereon to the end of the most recent calendar quarter of a year) not to exceed 95% of the value of the pledged collateral, or such other ratio of the Loan and the interest thereon to the value of the collateral as may be required by any law, rule or regulation of the United States, any state, or any federal or state board, commission, agency or service;

(iii) the voluntary bankruptcy or insolvency of the Partnership (or admission thereof by the Participant), or the seeking of relief by the Partnership under a statute for the relief of debtors, or the failure of the Participant promptly to cause the discharge of a creditor action brought against the Participant under the Bankruptcy Code or other bankruptcy or insolvency law;

(iv) thirty (30) days after the termination of the employment of the Participant as an employee of the Partnership, the General Partner or any Affiliate, unless the Board or the Committee authorizes the extension of such thirty (30) day period; provided, however, that (a) transfer of employment of an employee between or among the Partnership, the General Partner and an Affiliate or between or among Affiliates of the Partnership shall not constitute a termination of employment, (b) the Board or the Committee may determine whether a leave of absence is for the purpose of the Loan a termination of employment, and (c) in the event of the death of a Participant while employed the Partnership, the General Partner or any Affiliate, the personal representative of the Participant will be afforded a period of time (to be specified in the Note) in which to assume the obligations provided for in the Note, and upon such assumption the payment date of the Loan will not be accelerated by reason of the death of the Participant; or

(v) failure of the Participant to observe or perform any other provision of the Note applicable to it.

(d) Pledge of Units. The Units purchased upon exercise of the Option with respect to which the Loan is made shall be pledged by the Participant to the General Partner in order to secure the payment of the principal of and interest on the Loan including any taxes required to be withheld by the Partnership, the General Partner or any Affiliate. The Participant shall be entitled to all distributions which may be paid on the Units pledged (except that distributions payable in Units of the Partnership shall be retained by the Partnership and pledged to secure the Loan) and to any voting rights with respect to such Units. The Partnership may place a legend on any Unit certificate to reflect any restrictions provided for in this Loan Program.

(e) Prepayment. The Loan may be prepaid in whole or in part by the Participant at any time and pledged Units shall be released from pledge in approximate proportion to the amount of the Loan prepaid except to the extent that the retention of Units by the General Partner is necessary to maintain the required ratio of the value of the pledged Units to the unpaid amount of the Loan and the accrued interest thereon.

(f) Default. In the event the Participant shall fail to pay any amount due under the terms of the Note, including any amount becoming due and payable by acceleration of its payment date, the General Partner upon giving notice to the Participant may sell the pledged Units (or other pledged collateral) and shall be entitled to deduct from the proceeds thereof the sum of its costs and expenses of enforcing payment of the Note and liquidation of the collateral, the accrued and unpaid interest on the Note and the unpaid principal of the Note before remitting the balance to the Participant. In the event the liquidation of the pledged collateral shall not provide funds sufficient to pay the costs and expenses of enforcing payment of the Note and the accrued and unpaid interest on and the entire unpaid principal of the Note, the Participant shall be liable to the General Partner for the amount of such deficiency.

6. Miscellaneous.

(a) Governmental Regulations. The obligation of the General Partner to make Loans to certain Eligible Participants, and each Loan made to an Eligible Participant, shall be subject to all applicable laws, rules and regulations and to any required approvals by governmental agencies.

(b) No Employment Rights. Neither this Loan Program nor any action taken hereunder shall be construed as conferring on any Employee any right to continue in the employ of the Partnership, the General Partner or any Affiliate or affect in any way the right of the Partnership, the General Partner or any Affiliate to terminate the employment of any Employee at any time.

(c) Nontransferability. A Participant's rights and interests under the Loan Program may not be assigned, pledged or transferred except that in the event of the death of a Participant, while an employee, the Participant's personal representative may assume and succeed to the rights and obligations of the Participant under any Loan outstanding.

(d) Applicable Law. The Loan Program and all other governing documents, agreements and instruments and all actions taken hereunder shall be governed by the laws of the Commonwealth of Pennsylvania.

7. Amendment and Termination.

The Board or the Committee may at any time terminate the Loan Program. The Board or Committee may at any time, or from time to time, amend or suspend and, if suspended reinstate, the Loan Program in whole or in part. Notwithstanding the foregoing, the Loan Program shall continue in effect to the extent necessary to settle all matters relating to Loans made prior to any such termination or suspension.
BUCKEYE PIPE LINE COMPANY UNIT OPTION LOAN PROGRAM AND PROMISSORY NOTES SUMMARY OF TERMS AND PROCEDURE

Eligible Participants

In general, specified officers or key employees of Buckeye Partners, L.P. (the "Partnership"), Buckeye Pipe Line Company, the Partnership's general partner (the "General Partner"), or any affiliate of the Partnership or the General Partner ("Affiliate"), including Buckeye Pipe Line Services Company, who are Optionees under the Partnership's Unit Option and Distribution Equivalent Plan.

Time of Participation and Options to Which Applicable

A loan can be obtained at the time of exercise for certain specified Options.

Procedure to Obtain a Unit Option Loan and Amount of Loan

Notify Secretary of the General Partner of intention to exercise a specified Option, as of a specified date, and request a loan for (1) a specified dollar amount or percentage (not in excess of 95%) of the Option exercise price (net of any Distribution Equivalents in respect of such Option) and (2) a specified dollar amount or percentage (up to 100%) of any taxes required to be withheld. The loan will be evidenced by a promissory note or notes ("Note" or "Notes") executed and delivered to the General Partner by the Optionee ("Borrower") and will be secured by the pledge to the General Partner of the Units being purchased. In the case of an officer subject to Section 16 of the Securities Exchange Act of 1934, as amended, the taxes required to be withheld will be determined, and any loan of the amount of such taxes will be made, as of the date of exercise of the Option or as of a subsequent date, if applicable.

Interest Rate

Interest rate will be the 5-year Treasury Bond rate plus 200 basis points, as of the date of the loan.

Interest Payments

Interest is compounded semiannually and is payable when all or any part of the principal of the Note is payable.

Required Collateral

If the principal amount of the Note and its accrued and unpaid interest through the end of the preceding calendar quarter exceed 95% of the market value of the pledged Units of the Partnership, the General Partner may require the Borrower to remedy the deficiency within 48 hours (not including hours of a day not a business day) by providing additional collateral of a kind acceptable to the General Partner or by paying part of the unpaid principal and accrued interest. If additional collateral (or a partial payment) is not timely provided, the General Partner may liquidate the Note by selling the pledged Units and applying the proceeds to pay the liquidation expenses, the accrued and unpaid interest on the Note, and the unpaid principal of the Note. Any excess of proceeds would be paid to the Borrower, and any deficiency in proceeds would be an obligation of the Borrower to the General Partner.

Payment of Principal

The principal amount of the Note is required to be paid:

(1) Six (6) months to sixty (60) months after the date of the Note, as specified by the Participant at the time the Note is issued.

(2) Upon the occurrence of an "Acceleration Event." The Acceleration Events are (i) failure to maintain the required ratio of collateral value to loan amount, (ii) bankruptcy or insolvency of the Borrower, or (iii) the expiration of thirty
(30) days after termination of employment of the Borrower by the General Partner, the Partnership or any Affiliate, unless a longer period is approved by the Board of Directors of the General Partner or a committee thereof administering the Plan ("Committee"); provided, however, that (A) a transfer of employment between or among the Partnership, the General Partner or any Affiliate or between or among Affiliates of the Partnership shall not constitute a termination of employment, (B) the Board or the Committee shall determine whether a leave of absence represents a termination of employment, and (C) the Borrower's personal representative will be afforded a period of time to assume the obligations of the Note following the Borrower's termination of employment due to death.

Death of the Borrower while employed will not be an Acceleration Event, if the Borrower's personal representative assumes the Note obligations within 60 days after the Borrower's death.

Optional Prepayment

The Note can be prepaid in whole or in part at any time and a portion of the pledged Units will be released which is equivalent to the portion of the indebtedness being prepaid, unless the market value of the remaining pledged Units will not exceed 95% of the unpaid indebtedness. Optional prepayments must be in an amount sufficient to pay $1,000 of principal and the interest accrued thereon, unless the Notes are being prepaid in full or a deficiency in collateral is being remedied.

Reports and Notices

Each Borrower will be furnished quarterly with a statement showing the accrued interest for the preceding calendar quarter, the outstanding balance of the Notes, the total accrued and unpaid interest as of such date, and the market price for the Units at which a request would be made on the Borrower to furnish additional collateral. Advance notice will also be given to each Borrower of the date of maturity of the Notes. If necessary, notice will be given of the need for additional collateral or of an Acceleration Event.

Supplements to Notes

In the case of an officer or director subject to Section 16 of the Securities Exchange Act of 1934, the original Note executed by the Borrower may be supplemented six months after its issuance, or a second Note may be executed by the Borrower, to provide for financing of withholding taxes computed at such time and required to be withheld by the Partnership, the General Partner or any Affiliate in connection with the exercise of an Option. In addition, the General Partner may require any Note to be supplemented, if necessary, to make the Note conform to any federal, state or local law, rule or regulation, including, if required, securing the Note by collateral having a greater value in relation to the unpaid principal amount of, and accrued interest on, the Note than previously required by the terms of the Note.

Rights to Distributions

All distributions on the pledged Units will be paid to the Borrower, except that distributions payable in additional Units will be added to each Borrower's pledged Units. Each Borrower will be entitled to vote the Borrower's pledged Units.

Amendment and Termination

The Program is subject to amendment, suspension or termination by the General Partner at any time.

Governing Documents

This Summary is not intended to be a complete description of the Unit Option Loan Program or the Notes. Reference is made to such documents for additional and more complete information. In the event of any conflict or discrepancy between this Summary and the terms of the Program or the Notes, the provisions of the Program or the Notes will govern.

Dated: April 25, 1991 (Amended and restated as of April 24, 2002)